UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
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)
Arion Agrophotovoltaic Private Limited
8, Temasek Boulevard, Suntec Tower 3
#29-03A, Singapore 038988.
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
April 6, 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. ARION AGROPHOTOVOLTAIC PRIVATE
LIMITED
|
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 SINGAPORE
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7 |
SOLE
VOTING POWER 5,000,000 Common Shares (See Item 5)
|
8 |
SHARED
VOTING POWER 0 Common Shares
|
9 |
SOLE
DISPOSITIVE POWER 5,000,000 Common Shares (See Item
5)
|
10 |
SHARED
DISPOSITIVE POWER 0 Common Shares
|
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PARTY
5,000,000
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)
13.54%(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 5,000,000 Common Shares (1) (See Item
5)
|
8 |
SHARED
VOTING POWER 0 Common Shares
|
9 |
SOLE
DISPOSITIVE POWER 5,000,000 Common Shares (1) (See Item
5)
|
10 |
SHARED
DISPOSITIVE POWER 0 Common Shares
|
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PARTY
5,000,000 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)
13.54%(2)
|
14 |
TYPE
OF REPORTING PERSON* IN
|
(1)
Mr. Johannes Kuhn is the substantial majority beneficial owner of
Arion Agrivoltaics.
(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 5,000,000 Common Shares(1) (See Item
5)
|
8 |
SHARED
VOTING POWER 0 Common Shares
|
9 |
SOLE
DISPOSITIVE POWER 5,000,000 Common Shares(1) (See Item
5)
|
10 |
SHARED
DISPOSITIVE POWER 0 Common Shares
|
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PARTY
5,000,000 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)
13.54%(2) |
14 |
TYPE
OF REPORTING PERSON* IN |
(1)
Mrs. Ute Kuhn is the substantial majority beneficial owner of Arion
Agrivoltaics.
(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 |
|
Item 1. |
Security
and Issuer. |
This Schedule 13D is filed by the Reporting Persons (as defined
below) 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 2. |
Identity
and Background. |
(a)-(c) Pursuant to Rule 13d-1(a) of Regulation 13D-G of the
General Rules and Regulations under the Securities Exchange Act of
1934, as amended (the Boulevard“Act”), this Schedule 13D is filed
by Arion Agrophotovoltaic Private Limited, a Singapore private
company (“Arion”), Mr. Johannes Kuhn, a citizen of Germany, and Ms.
Ute Kuhn, a citizen of Germany (together, the “Reporting
Persons”). Arion is mainly engaged in the business of
manufacturing photovoltaic solar cells. Mr. Kuhn and Ms. Kuhn are
mainly engaged in the investment business.
The
business address of Arion is 8, Temasek Boulevard, Suntec Boulevard
Tower 3, #29-03A, Singapore 038988
The business address of Mr. Kuhn and Ms. Kuhn is Boulevard 70-72
Muehlenweg, L-2155 Luxembourg.
(d) and (e) During the last five years, neither of the Reporting
Persons nor Tan Keng Tiong, CEO of Arion, has been (i) convicted in
a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) 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.
(f) The name, business address, present principal occupation or
employment and citizenship of each director and executive officer
of Arion is set forth below:
Name |
Offices
Held |
Citizenship |
Address |
Johannes
Kuhn |
Shareholder
(90%) |
German |
Eibenweg 14, 4310 Rheinfelden,
Switzerland
|
Tan
Keng Tiong |
Shareholder (10%)
Director and CEO
|
Malaysian |
45,
North Canal Road,
#01-01 Lew Building
Singapore 059301
|
Leo
Hee Kiang |
General
Manager |
Singapore |
8,
Temasek Boulevard
Suntec Tower 3,
#29-03A, Singapore 038988
|
Chow
Siew Meng |
Regional
Manager – Business Development |
Singapore |
8,
Temasek Boulevard
Suntec Tower 3,
#29-03A, Singapore 038988
|
|
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 Investment Holding, LLC (“BD1”)
transferred 500,000 Issuer common shares to Arion. BD1 is
beneficially owned by Mr Kuhn and Ms. Kuhn.
On April 6, 2023, BD1 transferred 4,500,000 Issuer common shares to
Arion. These transfers to Arion were made for a consideration other
than cash in order to purchase shares in Arion. Arion is 90%
beneficially owned by Mr. Kuhn and Ms. Kuhn.
This Schedule 13D does not include information about the Issuer’s
common shares that continue to be owned by BD1. That information is
separately reported on the Schedule 13D (as amended) filed by
BD1.
SCHEDULE
13D
CUSIP
No. 043635606 |
Page
6 of 8 pages |
|
Item
4. |
Purpose
of Transaction. |
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.
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. |
(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) |
|
|
|
|
|
|
|
|
|
|
|
Arion Agrophotovoltaic Private Limited |
|
|
5,000,000 |
|
|
|
0 |
|
|
|
0 |
|
|
|
5,000,000 |
|
|
|
13.54 |
% |
Johannes and Ute Kuhn |
|
|
5,000,000 |
|
|
|
|
|
|
|
|
|
|
|
5,000,000 |
|
|
|
13.54 |
% |
(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 (which is beneficially owned by Mr. Kuhn and
Ms. Kuhn) disposed of 3,000,000 shares of Common Stock of the
Issuer to make a payment under an existing and outstanding
promissory note.
(d) Except as disclosed in this Schedule 13D, 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 Arion.
(e)
Not applicable.
SCHEDULE
13D
CUSIP
No. 043635606 |
Page
7 of 8 pages |
|
Item
6. |
Contracts,
Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer. |
Arion is 90% beneficially owned by Mr. Kuhn and Ms. Kuhn.
|
Item
7. |
Materials
to be Filed as Exhibits. |
Exhibit 99.1 Joint Filing Agreement among the
Reporting Persons
Exhibit 99.2 Power of Attorney for Johannes
Kuhn
Exhibit 99.3 Power of Attorney for Ute
Kuhn
Exhibit 99.4 Power of Attorney for
Arion
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:
April 17, 2023 |
ARION
AGROPHOTOVOLTAIC PRIVATE LIMITED |
|
|
|
|
By: |
/s/
James H. Carroll |
|
Name:
Title:
|
James
H. Carroll
Attorney-in
fact
|
Date:
April 17, 2023 |
/s/
James H. Carroll, attorney-in-fact |
|
Johannes
Kuhn |
Date:
April 17, 2023 |
/s/
James H. Carroll, attorney-in-fact |
|
Ute
Kuhn |
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