UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D/A
(Amendment No. 2)
Under
the Securities Exchange Act of 1934
Ascent
Solar Technologies, Inc.
(Name
of Issuer)
Common
Stock, Par Value $0.0001
(Title
of Class of Securities)
043635606
(CUSIP
Number)
Bernd
Förtsch
Crowdex
Investment, LLC
1675
South State Street, Suite B
Dover,
DE 19901
310-266-3528
(Name,
Address and Telephone Number of Person Authorized to Receive
Notices and
Communications)
December 31,
2021
(Date
of Event which Requires Filing of this Statement)
If the
filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D,
and is filing this schedule because of Rule 13d-1(e), 1(f) or 1(g),
check the following box. ☐
Note:
Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7
for other parties to whom copies are to be sent.
* The
remainder of this cover page shall be filled out for a reporting
person’s initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing
information which would alter disclosures provided in a prior cover
page.
The
information required on the remainder of this cover page shall not
be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the
Notes).
(Continued on following pages)
(Page 1 of 8 pages)
CUSIP
No. 043635606 |
Schedule
13D |
Page
2
of 8 pages |
1. |
Names
of Reporting Persons.
Bernd
Förtsch
|
2. |
Check
the Appropriate Box if a Member of a Group (See
Instructions).
(a) ☒
(b) ☐
|
3. |
SEC
Use Only |
4. |
Source
of Funds (See Instructions)
WC
|
5. |
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e) ☐ |
6. |
Citizenship
or Place of Organization
Germany
|
Number of
Shares
Beneficially Owned
by
Each
Reporting Person
With
|
7. |
Sole
Voting Power
5,545,042(1)
Common
Shares (See Item 5)
|
8. |
Shared
Voting Power
|
9. |
Sole
Dispositive Power
5,545,042(1)
Common
Shares (See Item 5)
|
10. |
Shared
Dispositive Power
|
11. |
Aggregate
Amount Beneficially Owned by Each Reporting Person
5,545,042(1)
Common
Shares (See Item 5)
|
12. |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) ☐ |
13. |
Percent of
Class Represented by Amount in Row (11)
18.1%(2)
|
14. |
Type of
Reporting Person (See Instructions)
IN
|
(1) |
Mr.
Förtsch owns, beneficially, a controlling interest in TubeSolar AG.
Mr. Förtsch disclaims beneficial ownership over any of the Common
Shares reported by TubeSolar AG in this statement. Mr. Förtsch is
the 100% indirect beneficial owner of Crowdex Investment, LLC
(“Crowdex”), which currently owns beneficially 5,545,042
Common Shares. |
(2) |
Percentage
calculated based on 30,609,249 Common Shares issued and outstanding
as of February 7, 2022, as reported in the Issuer’s Current Report
on Form 8-K filed on February 8, 2022. |
CUSIP
No. 043635606 |
Schedule
13D |
Page
3
of 8 pages |
1. |
Names
of Reporting Persons.
Crowdex
Investment, LLC
|
2. |
Check
the Appropriate Box if a Member of a Group (See
Instructions).
(a) ☒
(b) ☐
|
3. |
SEC
Use Only |
4. |
Source
of Funds (See Instructions)
WC
|
5. |
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e) ☐ |
6. |
Citizenship
or Place of Organization
Delaware
|
Number
of Shares
Beneficially
Owned by
Each
Reporting Person
With
|
7. |
Sole
Voting Power
5,545,042(1)
Common
Shares (See Item 5)
|
8. |
Shared
Voting Power
|
9. |
Sole
Dispositive Power
5,545,042(1)
Common
Shares (See Item 5)
|
10. |
Shared
Dispositive Power
|
11. |
Aggregate
Amount Beneficially Owned by Each Reporting Person
5,545,042(1)
Common
Shares (See Item 5)
|
12. |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) ☐ |
13. |
Percent
of Class Represented by Amount in Row (11)
18.1%(2)
|
14. |
Type
of Reporting Person (See Instructions)
CO
|
(1) |
Includes
Common Shares issued upon the conversion by Crowdex of 1,300 shares
of Series 1A Preferred Stock of the Issuer on February 1, 2022 (as
adjusted for a reverse stock split of the Issuer’s Common Shares at
a ratio of 1-5,000 on January 28, 2022 (the “Reverse Stock
Split”)). |
(2) |
Percentage
calculated based on 30,609,249 Common Shares issued and outstanding
as of February 7, 2022, as reported in the Issuer’s Current Report
on Form 8-K filed on February 8, 2022. |
CUSIP
No. 043635606 |
Schedule
13D |
Page
4
of 8 pages |
1. |
Names
of Reporting Persons.
TubeSolar
AG
|
2. |
Check
the Appropriate Box if a Member of a Group (See
Instructions).
(a) ☒
(b) ☐
|
3. |
SEC
Use Only |
4. |
Source
of Funds (See Instructions)
WC
|
5. |
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e) ☐ |
6. |
Citizenship
or Place of Organization
Germany
|
Number
of Shares
Beneficially
Owned by
Each
Reporting Person
With
|
7. |
Sole
Voting Power
4,961,234
Common Shares(1)
(See
Item 5)
|
8. |
Shared
Voting Power
|
9. |
Sole
Dispositive Power
4,961,234
Common Shares(1)
(See
Item 5)
|
10. |
Shared
Dispositive Power
|
11. |
Aggregate
Amount Beneficially Owned by Each Reporting Person
4,961,234
Common Shares
|
12. |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) ☐ |
13. |
Percent
of Class Represented by Amount in Row (11)
16.2%(2)
|
14. |
Type
of Reporting Person (See Instructions)
CO
|
(1) |
Includes
Common Shares issued upon the conversion by TubeSolar AG of 2,400
shares of Series 1A Preferred Stock of the Issuer on February 1,
2022 (as adjusted for the Reverse Stock Split). |
(2) |
Percentage
calculated based on 30,609,249 Common Shares issued and outstanding
as of February 7, 2022, as reported in the Issuer’s Current Report
on Form 8-K filed on February 8, 2022. |
CUSIP
No. 043635606 |
Schedule
13D |
Page
5
of 8 pages |
Background.
The
undersigned hereby file this Schedule 13D as an amendment and
restatement of (i) the Schedule 13D filed by Mr. Bernd Förtsch, a
citizen of Germany, and Crowdex Investment, LLC, a Delaware limited
liability company (“Crowdex”), on October 5, 2020, as
amended by Amendment No. 1, filed December 1, 2020, and (ii) the
Schedule 13D filed by Mr. Förtsch and TubeSolar AG, a German public
limited company (“TubeSolar”), on January 15, 2021. Mr.
Förtsch and TubeSolar will no longer report under Section 13 of the
Act, separately from Mr. Förtsch and Crowdex, regarding their
ownership of the Issuer’s equity securities.
Item
1. |
Security
and Issuer. |
This
Schedule 13D relates to the common stock, par value $0.0001 per
share (the “Common Shares”), CUSIP 043635606, of Ascent
Solar Technologies, Inc., a Delaware corporation (the
“Issuer”), whose principal executive offices are located at
12300 Grant Street, Thornton, Colorado 80241. The Issuer’s Common
Shares are listed for trading on the Over the Counter Market under
the symbol “ASTI.”
Item
2. |
Identity
and Background. |
(a)-(c)
This Schedule 13D is being filed by the following reporting
persons: (i) Bernd Förtsch, a citizen of Germany, (ii) Crowdex
Investment, LLC, a Delaware limited liability company, and (iii)
TubeSolar AG, a German public limited company, which is a developer
of photovoltaic thin-film tubes (collectively, the “Reporting
Persons”). The agreement between the Reporting Persons relating
to the joint filing of this Schedule 13D is attached as Exhibit
99.1. The address of each of Mr. Förtsch and Crowdex is 1675 South
State Street, Suite B, Dover, DE 19901, and the address of
TubeSolar is Berliner Allee 65, D – 86153, Augsburg,
Germany.
(d)-(e)
During the last five years, none of the Reporting Persons nor, to
the knowledge of the Reporting Persons, any of the persons listed
below under Item 2(f), (1) has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors)
or (2) has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
CUSIP
No. 043635606 |
Schedule
13D |
Page
6
of 8 pages |
(f) The
name, business address, present principal occupation or employment
and citizenship of each director and executive officer of Crowdex
is David Peterson, Manager of Crowdex, with an address of 1675
South State Street, Suite B, Dover, DE 19901. Mr. Peterson is a
citizen of the United States. Mr. Peterson is also a director of
the Issuer.
The name
of each director and executive officer of TubeSolar is set forth
below. Each such person is a German citizen with a business address
at Berliner Allee 65, D – 86153, Augsburg, Germany.
Jürgen
Gallina – Member, Management Board
Felix
Mantke – Member, Management Board
Stefan
Müller – Board of Directors (Supervisory Board)
Jeanette
Steinbach – Board of Directors (Supervisory Board)
Herbert
Seuling – Chairman of the Board of Directors (Supervisory
Board)
Item
3. |
Source
and Amount of Funds or Other Consideration. |
The
information set forth in or incorporated by reference in Items 4
and 5 of this Schedule 13D is incorporated by reference in its
entirety into this Item 3. The source of the funds used by
TubeSolar to originally acquire the shares of Series 1A Preferred
Stock subsequently converted into Common Shares was working
capital, a portion of which was provided indirectly by Mr. Förtsch.
The source of the funds used by Crowdex to acquire the shares of
Series 1A Preferred Stock subsequently converted into Common Shares
was working capital, provided indirectly by Mr. Förtsch. On
September 22, 2020, Penumbra Solar, Inc., an affiliate of Crowdex,
assigned to Crowdex a convertible promissory note previously issued
by the Issuer in the amount of $250,000, which was subsequently
converted, together with accrued interest, into Common
Shares.
Item
4. |
Purpose
of Transaction. |
On
September 22, 2020, the Issuer entered into a securities purchase
agreement with Crowdex for the private placement of up to
$5,000,000 of the Issuer’s Series 1A Preferred Stock, and sold
2,000 shares of Series 1A Preferred Stock to Crowdex in exchange
for $2,000,000 of gross proceeds. On November 27, 2020, the Issuer
issued to Crowdex a $500,000 unsecured convertible promissory note
for $500,000 of gross proceeds. On December 31, 2020, the Issuer
sold 500 shares of Series 1A Preferred Stock to Crowdex in exchange
for the cancellation of the note.
On
September 22, 2020, Penumbra Solar, Inc., an affiliate of Crowdex,
assigned to Crowdex a convertible promissory note previously issued
by the Issuer in the amount of $250,000.
On January
4, 2021, the Issuer entered into a securities purchase agreement
with TubeSolar for the purchase of 2,500 Series 1A Preferred Stock
in exchange for $2,500,000 of gross proceeds.
All of the
shares of Series 1A Preferred Stock and, with respect to Crowdex,
the note, together with accrued interest, have been converted into
Common Shares.
Each
Reporting Person made its respective investments based on such
Reporting Person’s belief that the Common Shares represented an
attractive investment opportunity.
As of the
date of this Schedule 13D and except as set forth herein, the
Reporting Persons have no plans, proposals or negotiations that
relate to or would result in any of the matters set forth within
(a) through (j) of Item 4 of Schedule 13D. The Reporting Persons
intend to review their investment in the Issuer on a continuing
basis and, depending on various factors including, without
limitation, the Issuer’s financial position, the price levels of
the outstanding Common Shares, conditions in the securities market
and general economic and industry conditions, the Reporting Persons
may, in the future, take such actions with respect to the Common
Shares owned by them including, without limitation, engaging in
communications with management and the board of the Issuer,
engaging in discussions with stockholders of the Issuer or other
third parties about the Issuer and the Reporting Persons’
investment, making recommendations or proposals to the Issuer
concerning changes to the capitalization, ownership structure,
board structure (including board composition), purchasing
additional Common Shares, selling some or all of their Common
Shares, or taking any other action with respect to the Issuer or
any of its securities in any manner permitted by law or otherwise
changing its intention with respect to any and all matters referred
to in paragraphs (a) through (j) of Item 4.
CUSIP
No. 043635606 |
Schedule
13D |
Page
7
of 8 pages |
Item
5. |
Interest
in Securities of the Issuer. |
(a)–(b)
The following information with respect to the ownership of Common
Shares by the Reporting Persons is provided as of the date of this
filing:
Reporting
Persons |
|
Common
Shares
Beneficially Owned
|
|
|
Shared
Voting
Power
|
|
|
Shared
Dispositive
Power
|
|
|
Beneficial
Ownership
|
|
|
Percentage
Owned(1) |
|
Bernd
Förtsch |
|
|
5,545,042 |
|
|
|
0 |
|
|
|
0 |
|
|
|
5,545,042 |
|
|
|
18.1 |
% |
Crowdex Investment,
LLC |
|
|
5,545,042 |
|
|
|
0 |
|
|
|
0 |
|
|
|
5,545,042 |
|
|
|
18.1 |
% |
TubeSolar
AG |
|
|
4,961,234 |
|
|
|
0 |
|
|
|
0 |
|
|
|
4,961,234 |
|
|
|
16.2 |
% |
(1) |
Percentage
calculated based on 30,609,249 Common Shares issued and outstanding
as of February 7, 2022, as reported in the Issuer’s Current Report
on Form 8-K filed on February 8, 2022. |
(c)
Except as set forth below, to the knowledge of the Reporting
Persons with respect to the persons named in response to Item
5(a)-(b), none of the persons named in response to Item 5(a)-(b)
has effected any transactions in the Common Shares during the past
60 days.
Between January 4 and 13, 2022 (prior to the Reverse Stock Split),
TubeSolar sold an aggregate 93,273,539 Common Shares in open market
sales at prices ranging from $0.005 to $0.0075.
On February 1, 2022, TubeSolar converted 2,400 shares of Series 1A
Preferred Stock into 4,800,000 Common Shares and Crowdex converted
1,300 shares of Series 1A Preferred Stock into 2,600,000 Common
Shares at a conversion price of $0.50 (as adjusted for the Reverse
Stock Split) per the stated value of the Series 1A Preferred Stock,
which is $1,000 per share.
(d)
Except as disclosed in this Schedule 13D/A, no person is known to
the Reporting Persons to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale
of, any Common Shares except for BD 1 Investment Holding, LLC and
Johannes and Ute Kuhn.
(e)
Not applicable.
Item
6. |
Contracts,
Arrangement, Understandings or Relationships with Respect to
Securities of the Issuer. |
Crowdex
is 100% owned by Crowdex GmbH; Crowdex GmbH is 100% owned by BF
Holding GmbH; BF Holding GmbH is 100% owned by Bernd Förtsch. David
Peterson is the Manager of Crowdex. Mr. Peterson is also a director
of the Issuer.
Mr.
Förtsch directly and indirectly owns a controlling interest in
TubeSolar. Mr. Förtsch disclaims beneficial ownership over any of
the Common Shares reported by TubeSolar in this
statement.
Item
7. |
Materials
to be Filed as Exhibits. |
Exhibit
99.1 Joint Filing Agreement among the Reporting
Persons.
Exhibit
99.2 Series 1A Securities Purchase Agreement dated September
22, 2020, by and between the Issuer and Crowdex Investment, LLC
(incorporated by reference to Exhibit 10.1 to the Current Report on
Form 8-K filed by the Issuer on September 30, 2020).
Exhibit
99.3 Amendment to Series 1A Securities Purchase Agreement dated
December 31, 2020, by and between the Issuer and Crowdex
Investment, LLC (incorporated by reference to Exhibit 10.1 to the
Current Report on Form 8-K filed by the Issuer on January 6,
2021).
Exhibit
99.4 Tranche 2 Series 1A Securities Purchase Agreement, dated
January 4, 2021, by and between the Issuer and TubeSolar AG
(incorporated by reference to Exhibit 10.2 to the Current Report on
Form 8-K filed by the Issuer on January 6, 2021).
CUSIP
No. 043635606 |
Schedule
13D |
Page
8
of 8 pages |
SIGNATURES
After
reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true,
complete and correct.
Date:
March 2, 2022 |
By: |
/s/
David Peterson, on behalf of Bernd Förtsch |
|
|
Bernd
Förtsch |
Date:
March 2, 2022 |
CROWDEX
INVESTMENT, LLC |
|
|
|
|
By: |
/s/
David Peterson |
|
Name: |
David
Peterson |
|
Its: |
Manager |
|
|
|
Date:
March 2, 2022 |
TUBESOLAR
AG |
|
|
|
|
By: |
/s/
Jürgen Gallina |
|
Name: |
Jürgen
Gallina |
|
Its: |
Manager |
Ascent Solar Technologies (PK) (USOTC:ASTI)
Historical Stock Chart
From May 2022 to Jun 2022
Ascent Solar Technologies (PK) (USOTC:ASTI)
Historical Stock Chart
From Jun 2021 to Jun 2022