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2022-02-08 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):
February 8, 2022
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))
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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OTC |
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.
Background; Recent Reverse Stock Split
As
previously disclosed, effective as of 5:00 p.m. Eastern Time on
Friday January 28, 2022, Ascent Solar Technologies, Inc., a
Delaware corporation (the “Company”) effected a reverse stock split
of the Company’s common stock, par value $0.0001 per share (the
“Common Stock”) at a ratio of one-for-five thousand (the “Reverse
Stock Split”). The Common Stock began trading on a split-adjusted
basis on the OTC market on Monday January 31, 2022.
Following the Reverse Stock Split, the Company’s issued and
outstanding shares of Common Stock were decreased from
approximately 23.74 billion pre-split shares to 4.81 million
post-split shares. In connection with the Reverse Stock Split
effectiveness, the number of authorized shares of the Company's
Common Stock were decreased from 30 billion to 500 million
shares.
The amount of the Company’s outstanding convertible notes and
outstanding convertible preferred stock were not affected by the
Reverse Stock Split. However, the number of shares of Common Stock
into which the outstanding convertible notes and outstanding
convertible preferred stock is convertible was proportionately
reduced as a result of the Reverse Stock Split.
Conversion of Outstanding Convertible Promissory Notes and
Convertible Preferred Stock
Following the Reverse Stock Split, on February 1 and 2, 2022,
holders of:
(i) $9,200,000 aggregate principal amount of our outstanding
convertible promissory notes converted such notes (in accordance
with their existing, split-adjusted terms) into 18,400,000 shares
of newly issued post-split common stock, and
(ii) 3,700 outstanding shares of Series 1A convertible preferred
stock converted such preferred shares (in accordance with their
existing, split-adjusted terms) into 7,400,000 shares of newly
issued post-split common stock.
Accordingly, as of February 7, 2022, we have now 30,609,249 shares
of common stock outstanding.
Following such conversions, the Company has $1,200,000 aggregate
principal amount of convertible promissory notes which remain
outstanding. The split-adjusted conversion price of such notes is
$0.50 per common share. No shares of Series 1A convertible
preferred stock remain outstanding.
All
of the issued securities described in this Current Report on Form
8-K were 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.
Item 5.01 Changes in Control of Registrant.
The
information contained in Item 3.02 of this Current Report on Form
8-K is incorporated herein by reference.
Prior to the conversions described above, our three principal
stakeholders (BD 1 Investment Holding, LLC (“BD1”), Crowdex Investments, LLC (“Crowdex”), and
TubeSolar AG (“TubeSolar”)) held significant ownership positions in
the Company through their ownership of a combination of convertible
notes (which do not having voting rights), Series 1A convertible
preferred stock (which do have voting rights), and outstanding
common stock.
Following the conversions described above, the ownership positions
of BD1, Crowdex and TubeSolar now consist solely of outstanding
common stock. Following the conversions described above, as of
February 7, 2022:
(i) BD 1 now owns
15,933,334 shares (52.1%) of our outstanding common
stock;
(ii) Crowdex now owns
5,545,042 shares (18.1%) of our outstanding common stock;
and
(iii) TubeSolar now owns
4,961,234 shares (16.2%) of our outstanding common
stock.
Accordingly, BD1 would be
able to cast approximately 52.1% of the votes entitled to vote at
any meeting of stockholders of the Company (or written consent of
stockholders in lieu of meeting). Crowdex and TubeSolar together
would be able to cast approximately 34.3% of the votes entitled to
vote at any meeting of stockholders of the Company (or written
consent of stockholders in lieu of meeting).
BD1, Crowdex, and TubeSolar,
therefore, will, for the foreseeable future, have significant
influence over our management and affairs, and will be able to
control virtually all matters requiring stockholder approval,
including the election of directors and significant corporate
transactions such as mergers or sales of our Company or
assets.
Item 9.01 Financial Statements and Exhibits.
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(d) |
Exhibits |
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Exhibit
Number
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Description |
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104 |
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Cover Page
Interactive Data File (embedded within the Inline XBRL
document). |
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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February 8, 2022 |
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By: |
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/s/
Michael Gilbreth |
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Name: Michael Gilbreth |
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Title: Chief Financial Officer |
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