SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Pursuant to Section 13 or
15(d) of the Securities Exchange Act of
Date of Report (Date of Earliest
Event Reported): December 4, 2020
ASCENT SOLAR TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
(State or other
12300 Grant Street
(Address of principal executive
Registrant’s telephone number,
including area code: (720)
Former name or former address, 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)
communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
registered pursuant to Section 12(b) of the Act:
Title of each
Name of exchange on which
previously disclosed, on September 22, 2020, Ascent Solar
Technologies, Inc., a Delaware corporation (the “Company”) entered
into a securities purchase agreement (“Series 1A SPA”) with Crowdex
Investments, LLC, a private investor (“Investor”), for the private
placement of up to $5,000,000 of the Company’s newly designated
Series 1A Convertible Preferred Stock (“Series 1A Preferred
Series 1A Preferred Stock is convertible into shares of Common
Stock at a conversion price of $0.0001 per common share.
Company sold 2,000 shares of Series 1A Preferred Stock to Investor
in exchange for $2,000,000 of gross proceeds at an initial closing
under the Series 1A SPA on September 22, 2020. Under the terms of
the Series 1A SPA, the Company was scheduled to sell an additional
3,000 shares of Series 1A Preferred Stock to Investor in exchange
for $3,000,000 of gross proceeds at a second closing on November
20, 2020. As further described below, the second tranche closing is
now scheduled to occur on or before January 22, 2021.
Pursuant to the conversion and voting terms of the Series 1A
Preferred Stock described above, Investor is currently entitled to
cast 20 billion votes on any matter to be considered by stock
holders for approval at any meeting of stockholders of the Company
(or by written consent of stockholders in lieu of meeting).
Accordingly, Investor currently would be able to cast a majority of
the votes entitled to vote at any meeting of stockholders of the
Company (or written consent of stockholders in lieu of meeting).
Investor, therefore, will, for the foreseeable future, have
significant influence over the Company’s management and affairs,
and will be able to control virtually all matters requiring
stockholder approval, including the election of directors and other
significant corporate transactions.
offering of the Series 1A Preferred Stock is part of a broader
ongoing restructuring process of the Company. In addition to
raising additional capital, the Company has been restructuring
and/or settling outstanding obligations, adding new personnel to
the Company’s management and board, and refocusing the Company’s
ongoing operations and business plan. As part of the restructuring
process, the Company is working towards regaining its status as a
currently reporting public company.
report discloses several additional recently completed steps in the
ongoing restructuring process.
Item 1.01 Entry into a Material Definitive Agreement.
Offering of Unsecured Convertible Note
November 27, 2020, the Company issued to Investor a $500,000
Unsecured Convertible Promissory Note (“Note”) in a private
November 27, 2020, the Company received $500,000 of gross proceeds
from the offering of the Note.
Terms of the Convertible Note
Note will mature on May 16, 2021. Principal and interest (if any)
on the Note will be payable in a lump sum on May 16, 2021.
Note will not bear interest, except in connection with a default.
The default interest rate is 10% per annum.
any time until the Note is fully paid, the Investor shall have the
option to convert all or a portion of the amounts due under the
Note into shares of the Company's Common Stock at a fixed
conversion price of $0.0001 per share.
Note contains standard and customary events of default including
but not limited to: (i) failure to make payments when due under the
Note, and (ii) bankruptcy or insolvency of the Company.
Note is not secured.
connection with the offering of the Note, the Company and Investor
agreed to move the scheduled closing date for the second tranche
closing of the Series 1A Preferred Stock from November 20, 2020
until on or before January 22, 2021.
foregoing description of the Note is a summary and is qualified in
its entirety by reference to the document attached hereto as
Exhibit 10.1, which document is incorporated herein by
Settlement Agreement and Satisfaction of Judgement
On September 11, 2020, the Company entered into a settlement
agreement (the “Settlement Agreement”) with its former law firm.
Pursuant to the Settlement Agreement, the Company paid $120,000 on
September 23, 2020 as the full and final settlement of all amounts
owed between the parties. Following such payment, a satisfaction of
an existing judgment in favor of such law firm was filed in Adams
County Colorado. The Company will book a gain of approximately $1.1
million for the quarter ending September 30, 2020 relating to the
Foreclosure and Subsequent Lease of Thornton Building
On July 28, 2020, the Company’s owned facility at 12300 Grant
Street, Thornton, CO 80241 (the “Building”) was foreclosed by the
Building’s first lien holder (“Mortgage Holder”) and sold at public
auction. The successful bidder for the Building was 12300 Grant
LLC, an affiliated company of the Mortgage Holder, at the price of
$7.193 million. As a result, the Company’s obligations to Mortgage
Holder and all of the Company’s outstanding real property taxes on
the Building were considered fully repaid.
The Company will book a gain of approximately $3.2 million on sale
of property which had a book value of about $4 million.
On September 21, 2020, the Company entered into a lease agreement
with 12300 Grant LLC (“Landlord”) for approximately 100,000
rentable square feet of the Building (the “Lease”). The Lease term
is for 88 months commencing on September 21, 2020 at a rent of
$50,000 per month including taxes, insurance and common area
maintenance until December 31, 2020. Beginning January 1, 2021, the
rent shall adjust to $80,000 per month on a triple net basis and
shall increase at an annual rate of 3% per annum until December 31,
Item 2.01 Completion of Acquisition or Disposition of
The information contained in Item 1.01 of this Current Report on
Form 8-K regarding the foreclosure of the Building is incorporated
herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a
The information contained in Item 1.01 of this Current Report on
Form 8-K is incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities.
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 Sections 3(a)(9) and 4(a)(2) under the
Securities Act of 1933, as amended (“Securities Act”), and Rule 506
of Regulation D promulgated thereunder. The offerings were made to
“accredited investors” (as defined by Rule 501 under the Securities
Item 5.02 Departure of Directors or Certain Officers: Election
of Directors; Appointment of Certain Officer; Compensatory
Arrangements of Certain Officers.
Appointment of New CFO
On October 5, 2020, Victor Lee resigned from his position as the
interim Chief Financial Officer of the Company. Mr. Lee continues
to serve as Chief Executive Officer and a director of the
On October 5, 2020, the Company appointed Michael Gilbreth to serve
as the Chief Financial Officer of the Company effective October 5,
Mr. Gilbreth is a financial executive with more than 15 years of
experience in accounting and business management, consumer packaged
goods, e-commerce, and financial consulting. In April 2020, Mr.
Gilbreth formed a financial consulting company, PVMG Advisors,
Inc., which provides financial and business consulting services.
While at PVMG, Mr. Gilbreth provided consulting services to Crowdex
in connection with Ascent Solar’s recent restructuring and
recapitalization process. Previously, from 2015 to January 2020,
Mr. Gilbreth was Vice President of Finance at Candy Club Holding
Limited (ASX: CLB) headquartered in Los Angeles, California. Candy
Club is a leading specialty market confectionery company which
operates in the business-to-business (B2B) and business-to-customer
(B2C) segments in the United States. In this lead finance role at
Candy Club, Mr. Gilbreth supported the company’s capital raising
activities, including a successful initial public offering on the
Australian Stock Exchange (ASX) in February 2019. From 2013 to
2015, Mr. Gilbreth operated Gilbreth Consulting, which provides
financial and operational management consulting services, and
strategic and operational planning services. From 2010 to 2013, Mr.
Gilbreth was VP/Finance at MediaTrust, a performance marketing
company based in southern California. From 2005 to 2010, Mr.
Gilbreth was a business manager at Duban Sattler and Associates
LLP, a boutique tax accounting and business management firm based
in southern California which represents high net worth
The Company hired Mr. Gilbreth pursuant to the terms of a letter
agreement and a standard and customary confidentiality,
non-competition, and non-solicitation agreement. The letter
agreement provides for at-will employment with an annual base
salary of $165,000, and an annual discretionary bonus of up to 60%
of base salary.
Resignation of Director; Appointment of New Directors
G. Thomas Marsh
In January 2020, G. Thomas Marsh resigned as a director of the
Company. Mr. Marsh’s resignation was not the result of any dispute
or disagreement with the Company or the Company’s Board of
Directors on any matter relating to the operations, policies or
practices of the Company.
The Company’s Board of Directors has appointed David Peterson as a
Class 3 director effective as of December 10, 2020. Mr. Peterson is
currently the Manager of Crowdex Investment, LLC. Crowdex is the
Company’s controlling stockholder through its holdings of the
recently issued shares of Series 1A Preferred Stock.
From April 2015 to present, Mr. Peterson has worked for EPD
Consultants, Inc., a privately held engineering firm headquartered
in Carson, California, where he serves as Senior Project Manager.
From 2010 to 2015, Mr. Peterson was President and Co-Founder of
Great Circle Industries, Inc., a water recycling company in
southern California. Previously, Mr. Peterson has worked in
management and M&A consulting, and as a private equity
investor. Mr. Peterson has an MBA degree from the Marshall School
of Business at the University of Southern California, and a B.A.
from the University of California, Santa Cruz.
Mr. Peterson and Mr. Gilbreth are cousins.
The Company’s Board of Directors has appointed Will Clarke as a
Class 2 director effective as of December 10, 2020.
Since 2020, Mr. Clarke has been the Founder and President of Clarke
Growth and Sustainment Strategies, an advisory firm specializing in
guiding startup companies’ business expansion. From 2018 to 2020,
Mr. Clarke was Head of Global Supply Chain Management and Technical
Procurement for Atlas Airlines Worldwide Holdings, Inc. (NASDAQ:
AAWW), a leading global provider of outsourced aircraft and
aviation operating services headquartered in Purchase, NY. From
2015 to 2017, Mr. Clarke was Director of Procurement at Best Buy
Co., Inc. (NYSE: BBY), a provider of technology products, services
and solutions to its customers through over 1,400 retail stores,
and also through its websites and mobile applications. Best Buy is
headquartered in Richfield, MN and has operations in the United
States, Canada and Mexico.
Prior to launching his second career in 2015, Mr. Clarke served 25
years as an Officer in the U.S. Navy, where he completed 10
deployments in support of war and peacetime operations on two
aircraft carriers, one submarine, one warship and one on land. Mr.
Clarke served in a number of senior finance, supply chain,
procurement and logistics assignments across East Africa,
Asia/Pacific, and the United States while serving in the U.S. Navy,
where he attained the rank of Captain (O6). Mr. Clarke earned a
B.S. in Mathematics from the U.S. Naval Academy, an M.S. in Finance
and Contracts Management from the Naval Postgraduate School and has
completed the Executive Development Program at Wharton Business
School and the Corporate Governance Program at Columbia Business
Item 9.01 Financial Statements and Exhibits.
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.
SOLAR TECHNOLOGIES, INC.
|December 4, 2020
||Name: Victor Lee
||Title: Chief Executive Officer