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2023-05-25 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): May 26,
2023 (May
25, 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
1.01 Entry into a Material Definitive Agreement.
Background
As
previously disclosed by Ascent Solar Technologies, Inc. (the
“Company”) in its Current Report on Form 8-K dated December 20,
2022, on December 19, 2022, the Company entered into a Securities
Purchase Contract (the “Securities Purchase Contract”) with two
institutional investors (each, an “Investor” and collectively, the
“Investors”) for the issuance to the Investors of $12,500,000 in
aggregate principal amount of Senior Secured Original Issue 10%
Discount Convertible Advance Notes pursuant to a direct registered
offering (the “Registered Advance Notes”) and $2,500,000 in
aggregate principal amount of Senior Secured Original Issue 10%
Discount Convertible Advance Notes in a concurrent private
placement (the “Private Placement Advance Notes” and, together with
the Registered Advance Notes, the “Advance Notes”).
As
previously disclosed in its Current Reports on Form 8-K dated March
29, 2023 and April 13, 2023 the Company and each of the Investors
have entered into a Waiver and Amendment Agreement (the “First
Amendment”) relating to the Securities Purchase Contract and the
Advance Notes. The First Amendment waived any event of default
arising under Section 2.1 of the Advance Notes relating to the
Company’s receipt of notice from the Listing Qualifications
Department of The Nasdaq Stock Market (“Nasdaq”) indicating that
the Company is not in compliance with the $1.00 Minimum Bid Price
requirement set forth in Nasdaq Listing Rule 5550(a)(2) (the “$1.00
Minimum Bid Price Requirement”) for continued listing on The Nasdaq
Capital Market (the “Nasdaq Bid Price Default”).
Pursuant
to the First Amendment, the Company and each of the Investors
agreed to waive the Nasdaq Bid Price Default and further agreed to
the amend the Advance Notes to provide that (i) the new “Floor
Price” for all purposes of the Advance Notes is $0.20 per share of
the Company’s common stock, (ii) until the Company regains
compliance with the $1.00 Minimum Bid Price Requirement,
“Conversion Price” under the Advance Notes will mean the
“Alternative Conversion Price” (as defined in the Advance Notes)
and (iii) the Company agreed to make certain prepayments of the
Advance Notes held by the Investors. The Company's failure to
comply with the terms of the First Amendment would constitute an
Event of Default under the Advance Notes.
Second
Amendment
On
May 25, 2023, the Company and each of the Investors entered into a
Waiver and Amendment Agreement (the “Second Amendment”) relating to
the Securities Purchase Contract and the Advance Notes.
The
Second Amendment waives any default arising under Section 2.1 of
the Advance Notes relating to the Company’s receipt of notice from
the Listing Qualifications Department of Nasdaq indicating that the
Company is not in compliance with Nasdaq Listing Rule 5550(b)(1),
which requires companies listed on Nasdaq to maintain a minimum of
$2,500,000 in stockholders’ equity (the “Stockholders’ Equity
Requirement”) for continued listing on Nasdaq (the “Nasdaq Equity
Default”).
Pursuant
to the Second Amendment, the Company and each of the Investors
agreed to amend the Advance Notes to provide that the new “Floor
Price” for all purposes of the Advance Notes is $0.13 per share of
the Company’s common stock.
The
Second Amendment also waives any default arising under the First
Amendment for failure of the Company to make certain agreed
prepayments of the Advance Notes held by the Investors as set forth
in the First Amendment.
Pursuant
to the Second Amendment, the Company and each of the Investors
agreed to the amend the Advance Notes to provide that if the
Company receives a Notice of Conversion at a time that the
Conversion Price (or, as applicable, the Alternative Conversion
Price) then in effect Price, without regard to the Floor Price (the
“Applicable Conversion Price”), is less than the Floor Price then
in effect, the Company shall issue a number of shares equal to the
Conversion Amount divided by such Floor Price and, at its election
(x) pay the economic difference between the Applicable Conversion
Price and such Floor Price (the “Outstanding Conversion Amount”) in
cash at such time or (y) pay the Outstanding Conversion Amount
following the consummation of a reverse stock split by the Company
(1) in cash or (2) by issuing to the Holder a number of shares of
Common Stock with an aggregate value equal to the Outstanding
Conversion Amount, with the value per share of Common Stock for
purposes of such calculation equal to (i) if such shares are issued
on or prior to August 23, 2023, the daily VWAP of the Common Stock
on the Trading Day following the date of the consummation of such
reverse stock split or (ii) if such shares are issued after August
23, 2023, 90% of the daily VWAP of the Common Stock on the Trading
Day following the date of the consummation of such reverse stock
split.
Pursuant
to the Second Amendment, the Company and each of the Investors
agreed to amend the schedule for the prepayments set forth in the
First Amendment. After giving effect to the Second Amendment, the
Company will make certain prepayments of the Advance Notes held by
the Investors on the following dates and in the following aggregate
cash amounts, at a price equal to 100% of the principal amount of
the Advance Notes to be repaid plus accrued and unpaid interest
thereon (if any).
Prepayment
Date |
Schedule
A Holders
Aggregate
Prepayment Amount
|
Schedule
B Holders
Aggregate Prepayment Amount |
April
3, 2023* |
$333,333.33 |
— |
April
13, 2023** |
— |
$333,333.33 |
August
16, 2023 |
$333,333.33 |
$333,333.33 |
September
17, 2023 |
$333,333.34 |
$333,333.34 |
Total |
$1,000,000.00 |
$1,000,000.00 |
*
Paid by the Company to the Schedule A Holders on April 3,
2023
**
Paid by the Company to the Schedule B Holders on April 13,
2023
Pursuant
to the Second Amendment, (i) the Company has agreed to use
reasonable best efforts to complete a reverse stock split of its
Common Stock within the next 60 days, (ii) the Company shall use
its commercially reasonable efforts to, prior to August 16, 2023,
conduct an equity or debt financing for the purpose of raising
additional capital for the Company to be used for general corporate
purposes, and (iii) from and after August 16, 2023, the Company
shall maintain at least $2 million in cash.
The
Company’s failure to comply with the terms of the Second Amendment
would constitute an “Event of Default” under the Advance
Notes.
The
foregoing description of the Second Amendment does not purport to
be complete and is qualified in its entirety by the full text of
the Second Amendment, which is filed as Exhibit 10.1 hereto and
incorporated herein by reference.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement of a
Registrant
The
information contained in Item 1.01 is incorporated herein by
reference
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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May
26, 2023 |
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By: |
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/s/
Jin H. Jo |
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Name:
Jin H. Jo |
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Title:
Chief Financial Officer |
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