Current Report Filing (8-k)
April 20 2023 - 09:01AM
Edgar (US Regulatory)
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2023-04-14 iso4217:USD xbrli:shares iso4217:USD xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT REPORT
Pursuant to Section 13
or 15(d) of
The Securities Exchange
Act of 1934
Date of Report (Date of earliest event reported): April 20,
2023 (April
14, 2023)
ASCENT SOLAR TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Delaware |
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001-32919 |
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20-3672603 |
(State or other jurisdiction of
incorporation) |
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(Commission File Number) |
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(I.R.S. Employer Identification
No.) |
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12300 Grant Street |
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Thornton,
CO
80241 |
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(Address of principal executive
offices) |
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(720)
872-5000 |
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(Registrant’s telephone number, including area
code) |
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Not Applicable
(Former name, former address, and former fiscal year, if changed
since last report.)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
☐ Written communications pursuant to Rule
425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule
14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant
to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant
to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each
class |
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Trading Symbol(s) |
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Name of each exchange on which
registered |
Common |
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ASTI |
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Nasdaq Capital Market |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
Item
3.02 Unregistered Sales of Equity Securities.
Private Placement Offering of Common Stock
On
April 14, 2023, Ascent Solar Technologies, Inc., a Delaware
corporation (the “Company”) entered a securities purchase agreement
(“SPA”) with Lucro Investments VCC-ESG Opportunities Fund (“Lucro”
or “Investor”) for an approximate $9 million private placement (the
“Private Placement”) of an aggregate of 7,499,997 shares (the
“Shares”) of the Company’s common stock, $0.0001 par value per
share (the “Common Stock”). The per share purchase price is $1.20
per share.
The
Private Placement will close in nine tranches of approximately $1
million. The first tranche is scheduled to close in early May 2023.
The ninth and final tranche is scheduled to close in late December
2023.
Each
tranche closing of the Private Placement is subject to customary
closing conditions as set forth in the SPA.
The
proceeds of the Private Placement will be used for the Company’s
general corporate purposes.
The
foregoing description of the SPA is a summary and is qualified in
its entirety by reference to the document attached hereto as
Exhibits 10.1, which documents are incorporated herein by
reference.
All
of the securities described in this Current Report on Form 8-K were
or will be offered and sold in reliance upon exemptions from
registration pursuant to Section 4(a)(2) under the Securities Act
of 1933, as amended (“Securities Act”), and Rule 506 of Regulation
D promulgated thereunder. The offering was made to “accredited
investors” (as defined by Rule 501 under the Securities
Act).
Item
7.01 Regulation FD Disclosure.
On
April 20, 2023, the Company issued a press release announcing the
Private Placement. A copy of the press release is furnished
herewith as Exhibit 99.1 and is incorporated herein by
reference.
The
information set forth under this Item 7.01, including Exhibit 99.1,
of this Current Report on Form 8-K shall not be deemed to be
“filed” for purposes of Section 18 of the Securities Exchange Act
of 1934 (the “Exchange Act”), or otherwise subject to the
liabilities of that section, nor shall it be deemed incorporated by
reference in any filing made by the Company under the Securities
Act of 1933 or the Exchange Act, except as shall be expressly set
forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
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ASCENT
SOLAR TECHNOLOGIES, INC. |
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April 20, 2023 |
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By: |
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/s/ Paul
Warley |
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Name: Paul Warley |
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Title: Chief Financial Officer |
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