UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 14C INFORMATION

 

Information Statement Pursuant to Section 14(c)

of the Securities Exchange Act of 1934

 

Check the appropriate box:

 

Preliminary Information Statement

 

 

Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2))

 

 

Definitive Information Statement

 

ASCENT SOLAR TECHNOLOGIES, INC.

(Name of Registrant as Specified in Its Charter)

 

Commission File Number: 001-32919

 

Payment of Filing Fee (Check the appropriate box):

 

No fee required

 

 

Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.

 

 

(1)

Title of each class of securities to which investment applies: common stock.

 

 

(2)

Aggregate number of securities to which investment applies: not applicable.

 

 

(3)

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11: (set forth the amount on which the filing fee is calculated and state how it was determined): Not Applicable.

 

 

(4)

Proposed maximum aggregate value of transaction: Not Applicable.

 

 

(5)

Total fee paid: Not Applicable.

  

Fee paid previously with preliminary materials.

 

 

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

 

1)

Amount Previously Paid: Not Applicable.

 

 

2)

Form, Schedule or Registration Statement No.: Not Applicable.

 

 

3)

Filing Party: Not Applicable.

 

 

4)

Date Filed: Not Applicable.

 

 

 

 


 

 

ASCENT SOLAR TECHNOLOGIES, INC.

12300 Grant Street

Thornton, CO  80241

Telephone: (720) 872-5000

 

NOTICE OF ACTION TAKEN WITHOUT A STOCKHOLDER MEETING

 

WE ARE NOT ASKING YOU FOR A PROXY AND

YOU ARE REQUESTED NOT TO SEND US A PROXY.

 

To the Stockholders of Ascent Solar Technologies, Inc.:

 

This information statement (this “Information Statement”) is being furnished on or about November 29, 2021 to the holders of record of the issued and outstanding shares of common stock, par value $0.0001 per share (“Common Stock”), of Ascent Solar Technologies, Inc., a Delaware corporation (the “Company,” “we”, “our” or “us”), as of November 19, 2021 (the “Record Date”), in connection with the approval of an amendment to the Company’s Certificate of Incorporation, in substantially the form attached hereto as Appendix A (the “Amendment”), to effect (i) a reverse stock split (the “Reverse Stock Split”) of the Common Stock at a ratio of between 1-for-1,000 and 1-for-10,000, with the ratio within such range to be determined by the Board of Directors of the Company (the “Board”) in its sole discretion and (ii) a reduction in the number of authorized shares of Common Stock from 30 billion to 500 million shares of Common Stock in connection with the Reverse Stock Split (the “Authorized Share Reduction”).

 

In November 2021, our Board and the holders of the majority of the voting power of our outstanding stock (the “Majority Stockholders”) executed a written consent approving the Reverse Stock Split and the Authorized Share Reduction, which will become effective upon filing the Amendment with the Delaware Secretary of State. Holders of our Common Stock do not have appraisal or dissenter’s rights under Delaware law in connection with the matters approved by the stockholders in this Information Statement.

 

Section 228 of the Delaware General Corporation Law (“DGCL”) provides that any action required or permitted to be taken at a meeting of the stockholders may be taken without a meeting if a written consent thereto is signed by stockholders holding the minimum number of votes that would be necessary to authorize or take such action at a meeting of the stockholders. Our Board obtained the written consent of our Majority Stockholders in order to eliminate the costs and management time involved in holding a special meeting.

 

This Information Statement serves as notice of the foregoing actions in accordance with the DGCL. The close of business on November 19, 2021 is the Record Date for the determination of the holders of Common Stock entitled to receive this Information Statement. As of the Record Date, we had (i) 30,000,000,000 shares of Common Stock authorized and (ii) 21,012,250,143 shares of Common Stock issued and outstanding, each of which is entitled to one vote per common share. In addition, we had 5,000 shares of Series 1A Preferred Stock authorized, of which 3,700 shares of Series 1A Preferred Stock are issued and outstanding. Each outstanding share of Series 1A Preferred Stock is entitled to 10,000,000 votes per share. The Series 1A Preferred Stock votes along with the Common Stock on this matter.  Accordingly, as of the Record Date, (i) the outstanding shares of Series 1A Preferred Stock are entitled to 37,000,000,000 votes on this matter, and (ii) there are a total of 58,012,250,143 votes entitled to vote on this matter.

 

 


 

 

NO VOTE OR OTHER ACTION OF OUR STOCKHOLDERS IS REQUIRED IN CONNECTION WITH THIS INFORMATION STATEMENT. WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.

 

By Order of the Board of Directors

 

Very truly yours,

 

Ascent Solar Technologies, Inc.

 

By: /s/ Victor Lee                       

Title: President and CEO

Dated: November 29, 2021

 

 

 


 

 

ASCENT SOLAR TECHNOLOGIES, INC.

12300 Grant Street

Thornton, CO  80241

Telephone: (720) 872-5000

 

INFORMATION STATEMENT

 

WE ARE NOT ASKING YOU FOR A

PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY

 

This Information Statement is being furnished on or about November 29, 2021 by the Board of Directors (the “Board”) of Ascent Solar Technologies, Inc., a Delaware corporation (“us”, “we” “Company” or “our”), to the holders of record of our issued and outstanding common stock, par value $0.0001 per share (“Common Stock”), as of the close of business on November 19, 2021, (the “Record Date”), pursuant to Rule 14c-2 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We are also providing notice to our stockholders pursuant to the Delaware General Corporation Law (the “DGCL”) that certain of our stockholders took action as described herein by written consent on November 18, 2021.

 

The purpose of this Information Statement is to inform holders of our Common Stock that the Board and stockholders constituting a majority of our voting power (the “Majority Stockholders”) have approved an amendment to the Company’s Certificate of Incorporation, in substantially the form attached hereto as Appendix A (the “Amendment”), to effect (i) a reverse stock split (the “Reverse Stock Split”) of the Common Stock at a ratio of between 1-for-1,000 and 1-for-10,000, with the ratio within such range to be determined by the Board of Directors of the Company (the “Board”) in its sole discretion and (ii) a reduction in the number of authorized shares of Common Stock from 30 billion to 500 million shares of Common Stock in connection with the Reverse Stock Split (the “Authorized Share Reduction”). Our Board and such Majority Stockholders consider the Amendment to be in our best interests and the best interests of our stockholders.

 

Prior to the Amendment, we have 30,000,000,000 shares of Common Stock authorized and 21,012,250,143 shares of Common Stock outstanding. Each of the outstanding shares of Common Stock is entitled to one vote per share. We also have 5,000 shares of Series 1A Preferred Stock authorized and 3,700 shares of Series 1A Preferred Stock outstanding. Each of the outstanding shares of Series 1A Preferred Stock is entitled to 10,000,000 votes per share. The Series 1A Preferred Stock is entitled to vote together with the Common Stock on this matter. Accordingly, as of the Record Date, (i) the outstanding shares of Series 1A Preferred Stock are entitled to 37,000,000,000 votes on this matter, and (ii) there are a total of 58,012,250,143 votes entitled to vote on this matter

 

Your Vote is Not Requested or Required.

 

The Amendment has been adopted by the written consent of our Majority Stockholders holding 13,666,666,672 shares of our Common Stock and 3,700 shares of Series 1A preferred stock (entitled to 37,000,000,000 votes), representing approximately 87.3% of the voting interests in our outstanding stock entitled to vote on this matter. Pursuant to the DGCL, any action required to be taken at any annual or special meeting of stockholders may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, are signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting of the stockholders.

 

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Our Stockholders Do Not Have Dissenters or Appraisal Rights As a Result of the Amendment

 

Holders of our Common Stock do not have appraisal or dissenter’s rights under Delaware law in connection with the Amendment.

 

Interests of Certain Parties in the Matters to be Acted Upon

 

Except for the interests of our controlling stockholders (Crowdex, TubeSolar, BD 1) holding convertible securities as described below, no director, executive officer, nominee for election as a director, associate of any director, executive officer or nominee or any other person has any substantial interest, direct or indirect, by security holdings or otherwise, resulting from the matters described herein, which is not shared by all other stockholders pro-rata, and in accordance with their respective interests.

 

Approval of the Corporation Action

 

Delaware corporate law and the Company’s bylaws provide that any action required or permitted to be taken at a meeting of the stockholders may be taken without a meeting if stockholders holding at least a majority of the voting power sign a written consent approving the action. The written consent of a majority of the voting power of our outstanding shares of Capital Stock is sufficient to approve these matters. We received the written consent of 13,666,666,672 shares of Common Stock and 3,700 shares of Series 1A Preferred Stock (entitled to 37,000,000,000 votes) pursuant to a written consent. Each share of Series 1A Preferred Stock is entitled to 10,000,000 votes per share with regard to the proposal. Accordingly, there are 50,666,666,672 votes in favor of the Amendment.

 

Effective Date

 

Under applicable federal securities laws, the Amendment cannot be effected until at least 20 calendar days following the date a Definitive Information Statement has been provided to our stockholders. A Definitive Information Statement cannot be furnished to our stockholders until ten days after the filing of a Preliminary Information Statement with the Securities and Exchange Commission, and as such the Amendment will become effective no sooner than December 20, 2021.

 

Costs of this Information Statement

 

We will bear the entire cost of furnishing this Information Statement to any stockholder who requests a hard copy rather than Internet availability. We will request brokerage houses, nominees, custodians, fiduciaries and other like parties to forward this Information Statement to the beneficial owners of our Common Stock held of record by them.

 

PLEASE NOTE THAT THIS IS NOT A REQUEST FOR YOUR VOTE OR A PROXY STATEMENT, BUT RATHER AN INFORMATION STATEMENT DESIGNED TO INFORM YOU OF THE ACTIONS APPROVED BY WRITTEN CONSENT OF A MAJORITY OF THE STOCKHOLDERS.

 

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS PASSED UPON THE ACCURACY OR ADEQUACY OF THIS INFORMATION STATEMENT. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

 

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

 

The following table shows information regarding the beneficial ownership of our common stock by our directors, executive officers, and greater than 5% beneficial owners as of November 19, 2021.

 

Beneficial ownership is determined in accordance with the rules of the SEC and generally includes any shares over which a person exercises sole or shared voting or investment power and all shares issuable upon exercise of options or the vesting of restricted stock within 60 days of November 19, 2021. For purposes of calculating the percentage of our common stock beneficially owned, the number of shares of our common stock includes 21,012,250,143 shares of our common stock outstanding as of November 19, 2021.

 

Unless otherwise indicated, each of the stockholders listed below has sole voting and investment power with respect to the shares beneficially owned.

 

The address for each director or named executive officer is c/o Ascent Solar Technologies, Inc., 12300 North Grant Street, Suite 160, Thornton, Colorado 80241.

 

Name of Beneficial Owner

 

No. of Shares

Beneficially

Owned

 

 

Percentage

 

5% Stockholders:

 

 

 

 

 

 

 

 

Crowdex Investments, LLC (1)

 

 

27,500,000,000

 

 

 

75.3

%

BD 1 Investment Holding, LLC (2)

 

 

99,666,666,672

 

 

 

83.0

%

TubeSolar AG (3)

 

 

25,000,000,000

 

 

 

55.5

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Named Executive Officers and Directors:

 

 

 

 

 

 

 

 

Victor Lee (4)

 

 

62

 

 

*

 

Michael J. Gilbreth

 

 

-

 

 

*

 

Amit Kumar, Ph.D.

 

 

47

 

 

*

 

Kim J. Huntley

 

 

30

 

 

*

 

Will Clarke

 

 

-

 

 

*

 

David Peterson (5)

 

 

-

 

 

*

 

All directors and executive officers

as a group (6 persons)

 

 

139

 

 

*

 

 

 

*

Less than 1.0%

 

(1)

The address of Crowdex Investments, LLC ("Crowdex") is 1675 South State Street, Suite B, Kent County, Delaware 19901. Consists of (i) 12,000,000,000 shares of common stock owned as of November 19, 2021, and (ii) 13,000,000,000 additional shares of common stock issuable, within sixty days of such date, upon the conversion 1,300 shares of Series 1A preferred stock. Includes 2,500,000,000 shares of common stock issuable upon the conversion of a certain convertible note. Such convertible note, however, contains a conversion limitation providing that Crowdex may not be issued shares of common stock upon conversion if, after giving effect to such issuance, Crowdex would beneficially own in excess of 4.99% of the Company's outstanding shares of common stock. Such convertible note would convert into 2,500,000,000 shares of common stock only if such 4.99% limitation were deemed not to apply. Bernd Förtsch is the 100% indirect beneficial owner of Crowdex.

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(2)

The address of BD 1 Investment Holdings, LLC (“BD 1”) is 1675 South State Street, Suite B, Kent County, Delaware 19901. Consists of (i) 666,666,672 shares of common stock owned as of November 19, 2021 and (ii) 99,000,000,000 shares of common stock issuable, within sixty days of such date, upon the conversion of certain convertible notes. Johannes Kuhn is the indirect beneficial owner of BD 1.

 

(3)

The address for TubeSolar AG (“TubeSolar”) is Berliner Allee 65, D – 86153 Augsburg, Germany. Consists of (i) 1,000,000,000 shares of common stock owned as of November 19, 2021, and (ii) 24,000,000,000 additional shares of common stock issuable, within sixty days of such date, upon the conversion 2,400 shares of Series 1A preferred stock. Bernd Förtsch indirectly owns a controlling interest in TubeSolar.

 

(4)

Does not include 333,334 shares of common stock held by Tertius Financial Group Pte. Ltd. (“Tertius”). Mr. Lee is managing director and a 100% owner of Tertius. Mr. Lee disclaims beneficial ownership of our securities held by Tertius except to the extent of his pecuniary interest.

 

(5)

Mr. Peterson is the manager of Crowdex. Mr. Peterson disclaims beneficial ownership of any securities owned by Crowdex.

 

THE REVERSE STOCK SPLIT AND AUTHORIZED SHARE REDUCTION

 

Description of the Reverse Stock Split and Authorized Share Reduction

 

On November 3, 2021, the Board, and on November 18, 2021, the Majority Stockholders, believing it to be in the best interests of the Company and its stockholders, approved resolutions authorizing (i) an amendment to our Certificate of Incorporation, in substantially the form attached hereto as Appendix A, to effect (i) the Reverse Stock Split at a ratio of between 1-for-1,000 and 1-for-10,000, with the ratio within such range to be determined by the Board in its sole discretion and (ii) the Authorized Share Reduction reducing the number of authorized shares of Common Stock from 30 billion to 500 million shares of Common Stock in connection with the Reverse Stock Split. The principal purpose of the Reverse Stock Split is to increase the per share market price of our Common Stock in order to improve our prospects of listing our Common Stock on a national securities exchange. As a result of the Reverse Stock Split, a certain number of outstanding shares of Common Stock, as determined by the applicable ratio, would be combined into one share of Common Stock, which is expected to result in a corresponding increase in the per share market price of our Common Stock. The principal purpose of the Authorized Share Reduction is to reduce the total number of shares of Common Stock that the Company is authorized to issue following the Reverse Stock Split, which the Board believes is in the best interests of the Company and its stockholders.

 

The Reverse Stock Split and Authorized Share Reduction are not intended as, and will not have the effect of, a “going private transaction” covered by Rule 13e-3 promulgated under the Exchange Act. The Reverse Stock Split and Authorized Share Reduction are not intended to modify the rights of existing stockholders in any material respect.

 

The Board has the sole discretion to implement the Reverse Stock Split and Authorized Share Reduction within a range of between 1-for-1,000 and 1-for-10,000. The Board believes that approval of a range of ratios (as opposed to approval of a specified ratio) provides the Board with maximum flexibility to achieve the purposes of the Reverse Stock Split and Authorized Share Reduction and, therefore, is in the best interests of the Company and its stockholders.

 

The actual timing for implementation of the Reverse Stock Split and Authorized Share Reduction will be determined by the Board based upon its evaluation as to when such action would be most advantageous to the Company and its stockholders, but will be at least twenty (20) calendar days after the

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distribution of this Information Statement to our stockholders and no later than November 18, 2022. Notwithstanding the approval of the Reverse Stock Split and Authorized Share Reduction by the Majority Stockholders, the Board will have the sole authority to elect whether or not and when to amend our Certificate of Incorporation to effect the Reverse Stock Split and Authorized Share Reduction. Following the twenty (20) calendar day period after the distribution of this Information Statement to our stockholders and prior to November 18, 2022, the Board will make a determination as to whether effecting the Reverse Stock Split and Authorized Share Reduction is in the best interests of the Company and our stockholders in light of, among other things, the Company’s prospects of listing its Common Stock on a national securities exchange without effecting the Reverse Stock Split and Authorized Share Reduction, the per share price of the Common Stock immediately prior to the Reverse Stock Split and Authorized Share Reduction and the expected stability of the per share price of the Common Stock following the Reverse Stock Split and Authorized Share Reduction.

 

The Reverse Stock Split and Authorized Share Reduction will become effective, if at all, on the date of filing of the Amendment to our Certificate of Incorporation effecting the Reverse Stock Split and Authorized Share Reduction with the Secretary of State of the State of Delaware, which is expected to occur, if at all, no later than November 18, 2022, and after the filing of documentation with the Financial Industry Regulatory Authority (“FINRA”) and our stock transfer agent. After the Reverse Stock Split and Authorized Share Reduction becomes effective, our Common Stock will have a new CUSIP number, which is a number used to identify our equity securities.

 

No fractional shares will be issued in the Reverse Stock Split. If the Reverse Stock Split is effected, each fractional share of Common Stock will be rounded up to the nearest whole share of Common Stock. Accordingly, our stockholders who otherwise would be entitled to receive a fractional share of Common Stock in the Reverse Stock Split because they hold a number of shares not evenly divisible by the Reverse Stock Split ratio will instead automatically be entitled to receive one whole additional share of our Common Stock.

 

Purpose of the Reverse Stock Split and Authorized Share Reduction

 

The Board believes that the completion of the Reverse Stock Split and Authorized Share Reduction will cause the per share market price of our Common Stock to increase, which would improve the prospects of listing our Common Stock on a national securities exchange. In general, most national securities exchanges have a minimum price per share requirement of between $3.00 to $4.00 for an equity security to qualify for listing. Additionally, national securities exchanges generally have minimum price per share requirements that we would need to meet for continued listing. As of the Record Date, the price per share of our Common Stock was $0.008.

 

Our Board believes that it is in the Company’s best interest to list the Common Stock on a national securities exchange. Our Board also believes that listing our Common Stock on a national securities exchange would improve the marketability and price of our Common Stock, as well as enhance our ability to raise capital or pursue other strategic transactions.

 

Our Board believes that the Reverse Stock Split and Authorized Share Reduction and the resulting increase in the per share price of our Common Stock could encourage increased investor interest in our Common Stock and promote greater confidence amongst our investors. A greater price per share of our Common Stock could allow a broader range of institutions to invest in our Common Stock (namely, funds that are prohibited or discouraged from buying stocks with a price below a certain threshold), potentially increasing marketability, trading volume and liquidity of our Common Stock. Many institutional investors view stocks trading at low prices as unduly speculative in nature and, as a result, avoid investing in such stocks. Our Board believes that the Reverse Stock Split and Authorized Share

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Reduction will provide the Board with flexibility to make our Common Stock a more attractive investment for these institutional investors, which we believe will enhance the liquidity for the holders of our Common Stock and may facilitate future sales of our Common Stock. The Reverse Stock Split and Authorized Share Reduction could also increase interest in our Common Stock for analysts and brokers who may otherwise have policies that discourage or prohibit them in following or recommending companies with low stock prices. Additionally, because brokers’ commissions on transactions in low-priced stocks generally represent a higher percentage of the stock price than commissions on higher-priced stocks, the current average price per share of our Common Stock can result in individual shareholders paying transaction costs representing a higher percentage of their total share value than would be the case if the share price were substantially higher.

 

In addition, the Amendment will have the effect of providing a number of shares of authorized Common Stock sufficient to provide for the conversion into Common Stock of our already outstanding convertible notes and preferred stock.

 

In our recent recapitalization process, we issued Common Stock, convertible notes and convertible preferred stock to certain investors in order to raise capital and restructure our balance sheet. As a result, we may be required to issue large amounts of additional shares to our controlling stockholders (Crowdex, TubeSolar, BD 1) and others who hold our convertible securities as follows in connection with our existing outstanding convertible securities:

 

 

Up to 13,000,000,000 shares of Common Stock in connection with the conversion of 1,300 outstanding shares of Series 1A preferred stock currently owned by Crowdex;

 

 

Up to 24,000,000,000 shares of Common Stock in connection with the conversion of 2,400 outstanding shares of Series 1A preferred stock currently owned by TubeSolar;

 

 

Up to 2,500,000,000 shares of Common Stock in connection with the conversion of an outstanding convertible note currently owned by Crowdex; and

 

 

Up to 99,000,000,000 shares of Common Stock in connection with the conversion of outstanding convertible notes currently owned by BD 1.

 

 

Up to 5,000,000,000 shares of Common Stock in connection with the conversion of outstanding convertible notes currently owned by another private investor.

 

Our current 30 billion authorized shares of Common Stock are not sufficient to honor all future potential conversion requests relating to these convertible securities. As a result of the Reverse Stock Split, the conversion ratios of our outstanding convertible securities will be ratably adjusted to reflect the final Reverse Stock Split ratio.

 

The number of shares issuable upon conversion of these convertible securities, therefore, will be substantially reduced by the Reverse Stock Split. We believe that the 500 million authorized shares of Common Stock resulting from the Authorized Share Reduction will be sufficient to (i) provide for the full conversion shares of all of our outstanding convertible securities and (ii) provide for the availability of additional shares to raise capital in the future or enter into future strategic transactions. At present, the Company does not have any existing agreements or commitments regarding future capital raising or strategic transactions.

 

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Our Board believes that the Reverse Stock Split and Authorized Share Reduction will increase the trading price of our Common Stock to a level high enough to satisfy the minimum closing price requirement for listing on a national securities exchange, and that the Reverse Stock Split and Authorized Share Reduction would be the most effective means of accomplishing that goal. Although our Board anticipates that the Reverse Stock Split and Authorized Share Reduction will result in an increase in the average closing price of our Common Stock that will be large enough and continue for a sufficient period to meet the minimum per share price requirement for listing on a national securities exchange, there is no assurance that our Common Stock price will meet the requirements for listing, or continue to meet the requirements for listing, on a national securities exchange.

 

The proposal to effectuate the Reverse Stock Split and Authorized Share Reduction did not result from our knowledge of any specific effort to accumulate our securities or to obtain control of us by means of a merger, tender offer, proxy solicitation in opposition to management or otherwise.

 

Determination of Reverse Stock Split Ratio

 

The ratio of the Reverse Stock Split Ratio, if approved and implemented, will be a ratio between 1-for-1,000 and 1-for-10,000, as determined by the Board in its sole discretion. Our Board believes that stockholder approval of a range of potential ratios for the Reverse Stock Split, rather than a single ratio for the Reverse Stock Split, is in the best interests of our stockholders because it provides the Board with the flexibility to achieve the desired results of the Reverse Stock Split and because it is difficult to predict market conditions at the time the Reverse Stock Split would be implemented.

 

The selection of the specific Reverse Stock Split ratio will be based on several factors, including, among other things:

 

 

the per share price of our Common Stock immediately prior to the Reverse Stock Split;

 

 

the expected stability of the per share price of our Common Stock following the Reverse Stock Split;

 

 

our ability to meet the listing requirements of listing our Common Stock on a national securities exchange without effecting the Reverse Stock Split;

 

 

the likelihood that the Reverse Stock Split will result in increased marketability and liquidity of our Common Stock;

 

 

prevailing market conditions;

 

 

general economic conditions in our industry; and

 

 

our expected market capitalization before and after the Reverse Stock Split.

 

Our Board will not carry out the Reverse Stock Split and Authorized Share Reduction if it determines that the Reverse Stock Split and Authorized Share Reduction would not be in the best interests of our stockholders at that time. If our Board chooses to implement the Reverse Stock Split and Authorized Share Reduction, the Company will make a public announcement regarding the determination of the Reverse Stock Split ratio.

 

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Potential Effects of Reverse Stock Split and Authorized Share Reduction

 

The Reverse Stock Split and Authorized Share Reduction will not affect any stockholder's percentage ownership interest in our Company, except to the extent that the Reverse Stock Split would result in any stockholder receiving an additional share of Common Stock as a result of rounding up a fractional Common Stock in the Reverse Stock Split. In addition, the Reverse Stock Split and Authorized Share Reduction will not affect any stockholder's proportionate voting power (other than as a result of the treatment of fractional shares in the Reverse Stock Split).

 

The Reverse Stock Split and Authorized Share Reduction are not intended to modify the rights of existing stockholders in any material respect. After the Reverse Stock Split and Authorized Share Reduction, the shares of our Common Stock will have the same voting rights and rights to dividends and distributions and will be identical in all other respects to our Common Stock now authorized. Our Common Stock will remain fully paid and non-assessable, and, immediately following the Reverse Stock Split and Authorized Share Reduction, our Common Stock will continue to be quoted on the OTC Pink or OTCQB under the symbol “ASTI” (unless we complete a listing of our Common Stock on a national securities exchange).

 

After the effective time of the Reverse Stock Split and Authorized Share Reduction, we will continue to be subject to the periodic reporting and other requirements of the Exchange Act. The Reverse Stock Split and Authorized Share Reduction are not intended as, and will not have the effect of, a “going private transaction” as described by Rule 13e-3 promulgated under the Exchange Act.

 

Effect of the Reverse Stock Split on Derivative Securities

 

Based upon the Reverse Stock Split ratio, proportionate adjustments are required to be made to the per share exercise price and the number of shares issuable upon the exercise or conversion of all outstanding options, warrants, convertible or exchangeable securities entitling the holders to purchase, exchange for, or convert into, shares of Common Stock. This will result in an adjusted per share price being required to be paid under such options, warrants, convertible or exchangeable securities upon exercise, and approximately the same value of shares of Common Stock being delivered upon such exercise, exchange or conversion, immediately following the reverse stock split as was the case immediately preceding the reverse stock split. The number of shares deliverable upon settlement or vesting of restricted and deferred stock awards and units will be similarly adjusted. The number of shares reserved for issuance pursuant to these securities will be reduced proportionately based upon the Reverse Stock Split ratio.

 

Similarly, the number of shares reserved and available for grant under our equity incentive plans will also be reduced in proportion to the Reverse Stock Split ratio. In addition, for awards granted under our equity incentive plans, the Reverse Stock Split will cause a reduction in the number of shares of common stock issuable upon exercise or vesting of such awards in proportion to the Reverse Stock Split ratio and a proportionate increase in the exercise or purchase price, if any, applicable to such awards.

 

Risks Associated with the Reverse Stock Split and Authorized Share Reduction

 

As noted above, the principal purpose of the Reverse Stock Split and Authorized Share Reduction is to increase the per share market price of our Common Stock in order to satisfy the requirements for listing our Common Stock on a national securities exchange. However, the effect of the Reverse Stock Split and Authorized Share Reduction upon the market price of our Common Stock cannot be predicted with any certainty and we cannot assure you that the Reverse Stock Split and Authorized Share Reduction will accomplish this objective for any meaningful period of time, or at all. While we expect that the

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reduction in the number of outstanding shares of Common Stock will proportionally increase the market price of our Common Stock, we cannot assure you that the Reverse Stock Split and Authorized Share Reduction will increase the market price of our Common Stock by a multiple of the Reverse Stock Split ratio, or result in any permanent or sustained increase in the market price of our Common Stock. The market price of our Common Stock may be affected by other factors which may be unrelated to the number of shares outstanding, including the Company’s business and financial performance, general market conditions and prospects for future success.

 

Our Board believes that the Reverse Stock Split and Authorized Share Reduction may result in an increase in the market price of our Common Stock which could lead to increased interest in our Common Stock and possibly promote greater liquidity for our stockholders. However, the Reverse Stock Split and Authorized Share Reduction will also reduce the total number of outstanding shares of Common Stock, which may lead to reduced trading and a smaller number of market makers for our Common Stock, particularly if the price per share of our Common Stock does not increase as a result of the Reverse Stock Split and Authorized Share Reduction.

 

In addition, the Reverse Stock Split and Authorized Share Reduction may result in some stockholders of the Company owning odd lots (less than 100 shares of Common Stock). Stockholders who hold odd lots typically will experience an increase in the cost of selling their shares, as well as possible greater difficulty in effecting such sales.

 

The Reverse Stock Split and Authorized Share Reduction may be viewed negatively by the market and, consequently, could lead to a decrease in our overall market capitalization. If the per share market price of our Common Stock does not increase in proportion to the Reverse Stock Split ratio, then the value of our Company, as measured by our market capitalization, will be reduced. Additionally, any reduction in our market capitalization may be magnified as a result of the smaller number of total shares of Common Stock outstanding following the Reverse Stock Split and Authorized Share Reduction.

 

Board Discretion to Effect the Reverse Stock Split and Authorized Share Reduction

 

Notwithstanding approval by the Majority Stockholders of the filing of an amendment to our Certificate of Incorporation to effect the Reverse Stock Split and Authorized Share Reduction, the Reverse Stock Split and Authorized Share Reduction will only be effected upon a determination by the Board, in its sole discretion, that effecting the Reverse Stock Split and Authorized Share Reduction is in the best interests of the Company and its shareholders. This determination by the Board will be based upon a variety of factors, including those discussed under “The Reverse Stock Split—Purpose of the Reverse Stock Split and Authorized Share Reduction” herein. We expect that the primary focus of the Board in determining whether or not to effect the Reverse Stock Split and Authorized Share Reduction will be whether the Board believes that we can list our Common Stock on a national securities exchange without effecting the Reverse Stock Split and Authorized Share Reduction.

 

Beneficial Holders of Common Stock

 

Upon completion of the Reverse Stock Split, we will treat shares held by stockholders through a bank, broker, custodian or other nominee, in the same manner as registered stockholders whose shares are registered in their names. Banks, brokers, custodians or other nominees will be instructed to effect the Reverse Stock Split for their beneficial holders holding our Common Stock in street name. However, these banks, brokers, custodians or other nominees may have different procedures for processing the Reverse Stock Split. If a stockholder holds shares of our Common Stock with a bank, broker, custodian or other nominee and has any questions in this regard, the stockholder is encouraged to contact his, her or its bank, broker, custodian or other nominee.

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Registered “Book-Entry” Holders of Common Stock

 

Certain of our registered holders of Common Stock may hold some or all of their shares electronically in book-entry form with the transfer agent. These stockholders do not have stock certificates evidencing their ownership of the Common Stock. They are, however, provided with a statement reflecting the number of shares registered in their accounts. If a stockholder holds registered shares in book-entry form with the transfer agent, he or she will automatically receive the “post-split” number of shares after the Reverse Stock Split becomes effective.

 

Holders of Certificated Shares of Common Stock

 

Any “pre-split” certificates submitted for exchange, whether because of a sale, transfer or other disposition of stock, will automatically be exchanged for new “post-split” certificates. Until surrendered, we will deem outstanding “pre-split” shares held by stockholders to be cancelled and only to represent the number of whole shares of post-reverse stock split Common Stock to which these stockholders are entitled. No new “post-split” certificates will be issued to a stockholder until such stockholder has surrendered all “pre-split” certificates to the Company’s transfer agent, Computershare Investor Services. No stockholder will be required to pay a transfer or other fee to exchange his, her or its “pre-split” certificates. Stockholders will then receive a new certificate(s) representing the number of whole shares of Common Stock to which they are entitled as a result of the Reverse Stock Split.

 

If a “pre-split” certificate has a restrictive legend, the new certificate will be issued with the same restrictive legends that are on the “pre-split” certificate(s).

 

Any stockholder whose “pre-split” certificate(s) have been lost, stolen or destroyed will only be issued “post-split” certificates after complying with the requirements that the Company and Computershare Investor Services customarily apply in connection with lost, stolen or destroyed certificates.

 

STOCKHOLDERS SHOULD NOT DESTROY ANY STOCK CERTIFICATE(S) AND SHOULD NOT SUBMIT ANY STOCK CERTIFICATE(S) UNTIL REQUESTED TO DO SO.

 

Fractional Shares

 

The Company does not intend to issue fractional shares in the event that a stockholder owns a number of shares of Common Stock that is not evenly divisible by the Reverse Stock Split ratio. If the Reverse Stock Split is effected, each fractional share of Common Stock will be rounded up to the nearest whole share of Common Stock. Accordingly, a stockholder who would be issued a fractional share of Common Stock will instead be entitled to receive an additional share of Common Stock.

 

Accounting Matters

 

The Reverse Stock Split will not affect the per share par value of our Common Stock, which will remain at $0.0001. As a result of the Reverse Stock Split, the stated capital attributable to Common Stock on our balance sheet will be reduced proportionately based on the Reverse Stock Split ratio (including a retroactive adjustment of prior periods), and the additional paid-in capital account will be credited with the amount by which the stated capital is reduced. Our stockholders’ deficit, in the aggregate, will remain unchanged. Reported per share net income or loss will be higher because there will be fewer shares of Common Stock outstanding. Basic earnings per share data will be adjusted for the changes for all periods presented, with disclosure of such action in the year of change.

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The Company does not anticipate that any other accounting consequences, including changes to the amount of stock-based compensation expense to be recognized in any period, will arise as a result of the Reverse Stock Split.

 

Certain Federal Income Tax Consequences of the Reverse Stock Split

 

The following is a discussion of certain material U.S. federal income tax consequences of the Reverse Stock Split. This discussion is included for general information purposes only and does not purport to address all aspects of U.S. federal income tax law that may be relevant to shareholders in light of their particular circumstances. This discussion is based on the Internal Revenue Code of 1986, as amended (the “Code”), and current Treasury Regulations, administrative rulings and court decisions, all of which are subject to change, possibly on a retroactive basis, and any such change could affect the continuing validity of this discussion.

 

All stockholders are urged to consult with their own tax advisors with respect to the tax consequences of the Reverse Stock Split. This discussion does not address the tax consequences to shareholders that are subject to special tax rules, such as banks, insurance companies, regulated investment companies, personal holding companies, foreign entities, partnerships, nonresident alien individuals, broker-dealers and tax-exempt entities, persons holding shares as part of a straddle, hedge, conversion transaction or other integrated investment, U.S. holders (as defined below) subject to the alternative minimum tax or the unearned income Medicare tax and U.S. holders whose functional currency is not the U.S. dollar. This summary also assumes that the pre-Reverse Stock Split shares of Common Stock were, and the post-Reverse Stock Split shares of Common Stock will be, held as a “capital asset,” as defined in Section 1221 of the Code.

 

As used herein, the term “U.S. holder” means a holder that is, for U.S. federal income tax purposes:

 

 

a citizen or resident of the United States;

 

 

a corporation or other entity taxed as a corporation created or organized in or under the laws of the United States, any state thereof or the District of Columbia;

 

 

an estate the income of which is subject to U.S. federal income tax regardless of its source; or

 

 

a trust (A) if a U.S. court is able to exercise primary supervision over the administration of the trust and one or more “U.S. persons” (as defined in the Code) have the authority to control all substantial decisions of the trust or (B) that has a valid election in effect to be treated as a U.S. person.

 

In general, no gain or loss should be recognized by a stockholder upon the exchange of pre-Reverse Stock Split shares of Common Stock for post-Reverse Stock Split shares of Common Stock. The aggregate tax basis of the post-Reverse Stock Split shares of Common Stock should be the same as the aggregate tax basis of the pre-Reverse Stock Split shares of Common Stock exchanged in the Reverse Stock Split. A shareholder’s holding period in the post-Reverse Stock Split shares of Common Stock should include the period during which the stockholder held the pre-Reverse Stock Split shares of Common Stock exchanged in the Reverse Stock Split.

 

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As noted above, we will not issue fractional shares of Common Stock in connection with the Reverse Stock Split. Instead, stockholders who would be entitled to receive fractional shares of Common Stock because they hold a number of shares not evenly divisible by the Reverse Stock Split ratio will instead be entitled to receive an additional share of Common Stock. The U.S. federal income tax consequences of the receipt of such an additional share of Common Stock are not clear.

 

The tax treatment of a stockholder may vary depending upon the particular facts and circumstances of such stockholder. Each stockholder is urged to consult with such stockholder’s own tax advisor with respect to the tax consequences of the Reverse Stock Split.

 

Dissenters’ Rights

 

The DGCL does not provide dissenters’ rights to our stockholders in connection with the Reverse Stock Split and Authorized Share Reduction.

 

ACTIONS TO BE TAKEN

 

This Information Statement contains a brief summary of the material aspects of the actions approved by the Board and Majority Stockholders.

 

The Reverse Stock Split and Authorized Share Reduction will become effective on the date that we file an amendment to our Certificate of Incorporation effecting the Reverse Stock Split and Authorized Share Reduction with the Secretary of State of the State of Delaware, which will not occur until at least twenty (20) calendar days after the mailing of this Information Statement to stockholders. We currently expect to file such amendment, if at all, no later than November 18, 2022. A form of the amendment to our Certificate of Incorporation to effect the Reverse Stock Split and Authorized Share Reduction is attached hereto as Appendix A.

 

Additionally, we are also required to notify FINRA of our proposed Reverse Stock Split and Authorized Share Reduction by filing a Company Related Action Notification Form at least ten (10) calendar days prior to the anticipated effective date of the Reverse Stock Split and Authorized Share Reduction.

 

FORWARD-LOOKING STATEMENTS

 

This Information Statement may contain certain “forward-looking” statements as such term is defined by the U.S. Securities and Exchange Commission in its rules, regulations and releases, which represent our expectations or beliefs, including but not limited to, statements concerning our operations, economic performance, financial condition, growth and acquisition strategies, investments, and future operational plans. For this purpose, any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the generality of the foregoing, words such as “may,” “will,” “expect,” “believe,” “anticipate,” “intend,” “could,” “estimate,” “might,” or “continue” or the negative or other variations thereof or comparable terminology are intended to identify forward-looking statements. These statements, by their nature, involve substantial risks and uncertainties, certain of which are beyond our control, and actual results may differ materially depending on a variety of important factors, including uncertainty related to acquisitions, governmental regulation, managing and maintaining growth, volatility of stock prices and any other factors discussed in this and other of our filings with the Securities and Exchange Commission.

 

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ADDITIONAL INFORMATION

 

We are subject to the informational requirements of the Exchange Act, and in accordance therewith file reports, proxy statements and other information including annual and quarterly reports on Form 10-K and 10-Q with the SEC. Copies of these documents can be obtained upon written request addressed to the SEC, Public Reference Section, 100 F Street, N.E., Washington, D.C., 20549, at prescribed rates. The SEC also maintains a web site on the Internet (http://www.sec.gov) where reports, proxy and information statements and other information regarding issuers that file electronically with the SEC through the Electronic Data Gathering, Analysis and Retrieval System may be obtained free of charge.

 

Dated: November 29, 2021

By Order of the Board of Directors

 

 

 

 

 

/s/ VICTOR LEE

 

 

Victor Lee

President and CEO

 

 

EXHIBITS TO INFORMATION STATEMENT

 

Exhibit Description and Appendix

 

A.

Proposed Amendment to Article 4 of our Certificate of Incorporation.

 

 


 

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APPENDIX A

 

 

CERTIFICATE OF AMENDMENT

TO THE

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF

ASCENT SOLAR TECHNOLOGIES, INC.

 

Ascent Solar Technologies, Inc., a corporation duly organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), hereby certifies as follows:

 

FIRST: That the Board of Directors of the Corporation has duly adopted resolutions (i) authorizing the Corporation to execute and file with the Secretary of State of the State of Delaware this Certificate of Amendment to the Amended and Restated Certificate of Incorporation (this “Amendment”) and (ii) declaring this Amendment to be advisable, submitted to and considered by the stockholders of the Corporation entitled to vote thereon for approval by the affirmative vote of such stockholders in accordance with the terms of the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) and Section 242 of the General Corporation Law of the State of Delaware (the “DGCL”) and recommended for approval by the stockholders of the Corporation.

 

SECOND: That this Amendment was duly adopted in accordance with the terms of the Certificate of Incorporation and the provisions of Section 242 of the DGCL by the Board of Directors and stockholders of the Corporation.

 

THIRD: That the capital of the Corporation shall not be reduced under or by reason of this Amendment.

 

FOURTH: That upon the effectiveness of this Amendment, the Certificate of Incorporation is hereby amended such that the first sentence of Article 4 of the Company’s Amended and Restated Certificate of Incorporation to read in its entirety as follows:

 

“The total number of shares of all classes of stock that the Corporation shall have authority to issue is five hundred million (500,000,000) shares of common stock, having a par value of $0.0001 per share, and twenty-five million (25,000,000) shares of preferred stock, having a par value of $0.0001 per share.”

 

FIFTH: That upon the effectiveness of this Amendment, the Certificate of Incorporation is hereby amended such that the following paragraph shall be added after the first paragraph of ARTICLE 4 of the Certificate of Incorporation:

 

“As of 5:00 p.m. (eastern time) on [ , ] (the “Effective Time”), each [____] shares of Common Stock issued and outstanding at such time shall be combined into one (1) share of Common Stock (the “Reverse Stock Split”). The par value of the Common Stock following the Reverse Stock Split shall remain $.0001 per share. No fractional shares will be issued in connection with the Reverse Stock Split. Stockholders of record who otherwise would be entitled to receive fractional shares, will be entitled to rounding up of their fractional share to the nearest whole share. Each certificate that immediately prior to the Effective Time represented shares of Common Stock (an “Old Certificate”) shall thereafter represent that number of shares of Common Stock into which the shares of Common Stock represented by the Old Certificate shall have been combined, subject to the elimination of fractional share interests as described above.”

 


 

 

IN WITNESS WHEREOF, the Company has caused this Certificate of Amendment to the Amended and Restated Certificate of Incorporation to be executed by ___________, its ___________, this [___] day of _________, 202_.

 

ASCENT SOLAR TECHNOLOGIES, INC.

 

 

By:     /s/_____________________

Name:     [____________________]

Title:     [____________________]

 

 

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