ASTI Ascent Solar Technologies Inc

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): March 7, 2024 (March 6, 2024)

 

ASCENT SOLAR TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

 

Delaware		001-32919		20-3672603
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

 

	12300 Grant Street
	Thornton, CO 80241
	(Address of principal executive offices)

 

	(720) 872-5000
	(Registrant’s telephone number, including area code)

 

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		Trading Symbol(s)		Name of each exchange on which registered
Common		ASTI		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.

 

Warrant Repurchase Agreements

 

As previously disclosed, on December 19, 2022, Ascent Solar Technologies, Inc. (the “Company”) entered into a Securities Purchase Contract (the “Purchase Contract”) with two institutional investors (the “Investors”). Pursuant to the Purchase Contract, the Company issued to the Investors certain common stock warrants (the “Warrants”).

 

The Warrants have certain “full ratchet” anti-dilution adjustments that are triggered when the Company issues securities with a purchase or conversion, exercise or exchange price that is less than the exercise price of the Warrants then in effect at any time. Under the full ratchet anti-dilution adjustments, if the Company issues new securities at a price lower than the then applicable exercise price, (i) the exercise price is reduced to the lower new issue price and (ii) the number of warrant shares is proportionately increased. The Warrants have been previously adjusted following past issuances of Company securities. Currently there are 5,596,232 Warrants exercisable at an exercise price of $1.765.

 

On March 6, 2024 and March 7, 2024, the Company entered into Warrant Repurchase Agreements (the “Repurchase Agreements”), with each of the Investors. Pursuant to the Repurchase Agreements, if the Company closes a new capital raising transaction with gross proceeds in excess of $5 million (“Qualified Financing”), the Company will repurchase the Warrants from the Investors for an aggregate purchase price of $3.6 million. Following the delivery of the purchase price to the Investors, the Investors will relinquish all rights, title and interest in the Warrants and assign the same to the Company, and the Warrants will be cancelled.

 

So long as the Repurchase Agreements are in effect, the Investors have agreed not to directly or indirectly sell or assign the Warrants. The Investors retain the right to exercise the warrants at the current exercise price (currently $1.765 per share) at any time prior to the completion of the Qualified Financing. In the case of any such exercise, the $3.6 million aggregate repurchase price will be reduced on a pro-rata percentage basis.

 

If the closing under the Repurchase Agreements has not occurred by April 12, 2024, then, at the election of either the Company or the Investors, by written notice to the other, the Repurchase Agreements may be terminated. In the event of any termination of the Repurchase Agreements, the Warrants shall remain outstanding with all existing terms unchanged.

 

The Company believes that repurchasing the Warrants, and thereby avoiding potential future full ratchet adjustments of the Warrants, will bring more certainty to the Company’s capital structure. The Company believes this certainty will assist the Company in raising additional capital in the future.

 

The foregoing description of the Repurchase Agreements is a summary and is qualified in its entirety by reference to the document, which is attached hereto as Exhibits 10.1 and 10.2.

 

Item 9.01. Financial Statements and Exhibits.

  

(d)	Exhibits
	Exhibit Number		Description
	10.1		Warrant Repurchase Agreement dated March 6, 2024
	10.2		Warrant Repurchase Agreement dated March 7, 2024
	104		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.

 

						ASCENT SOLAR TECHNOLOGIES, INC.
March 7, 2024						By:		/s/ Jin Jo
								Name: Jin Jo
								Title: Chief Financial Officer

 

 

 

Exhibit 10.1

 

WARRANT REPURCHASE AGREEMENT

 

This Warrant Repurchase Agreement (the “Agreement”) is entered into as of the 6th day of March, 2024 by and among Ascent Solar Technologies, Inc., a Delaware corporation (the “Company”), and the investor signatory hereto (the “Holder”), with reference to the following facts:

 

A.       Prior to the date hereof, pursuant to that Securities Purchase Contract, dated as of December 19, 2022, by and between the Company and the Holder (the “Securities Purchase Contract”), the Company issued to the Holder, among other things, a Warrants to Purchase Common Stock, exercisable as of the date hereof into such aggregate number of shares of Common Stock as set forth on the signature page of the Holder (without regard to any limitations on exercise set forth therein) (the “Warrants”).

 

B.       The Company and the Holder desire to (x) have the Company repurchase the Warrants (the “Repurchase”) and (y) cancel the Warrants (the “Cancellation”).

 

C.       Each of the Company and the Holder desire to effectuate the Repurchase and the Cancellation on the basis and subject to the terms and conditions set forth in this Agreement.

 

D.       Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Securities Purchase Contract.

 

NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants hereinafter contained, the parties hereto agree as follows:

 

1.       Repurchase. At the closing hereunder, the Holder hereby agrees to convey, assign and transfer all of the Warrants of the Holder that remain outstanding as of the closing date to the Company in exchange for the payment by the Company to the Holder of an aggregate purchase price (the “Purchase Price”) of $1,800,000 for 2,798,116 Warrants in cash. To the extent that the Holder exercises certain Warrants between the date of this Agreement and the closing hereunder, the aggregate Purchase Price of $1,800,000 will be proportionately reduced to reflect the lower number of Warrants outstanding as of the closing hereunder.

 

2.       Cancellation. Upon payment of the Purchase Price, the Holder shall deliver or cause to be delivered to the Company (or its designee) all of the outstanding Warrants (or affidavit of lost warrants, in form provided upon request by the Company and reasonably acceptable to the Holder) as soon as commercially practicable following the closing date. Immediately following the delivery of the Purchase Price to the Holder (or its designee), the Holder shall relinquish all rights, title and interest in the Warrants and assign the same to the Company, and the Warrants shall be cancelled.

 

3.       Closing. The closing of the Repurchase and Cancellation hereunder shall occur within three business days following the completion by the Company of a new capital raising transaction with gross proceeds in excess of $5 million.

 

4.       No Sale or Assignment of Warrants. So long as this Agreement is still in effect, the Holder agrees not to directly or indirectly sell or assign the Warrants. So long as the closing under the Agreement occurs in accordance with the terms hereof, no new capital raising transaction of the Company shall cause any further full ratchet adjustment of the Warrants.

 

5.       Disclosure of Transaction. The Company shall, on or before 8:30 a.m., New York City time, on or prior to the first business day after the date of this Agreement, file a Current Report on Form 8-K describing the terms of the transactions contemplated hereby in the form required by the 1934 Act.

 

6.       Termination. Notwithstanding anything contained in this Agreement to the contrary, if the closing under this Agreement has not occurred by 5:00 PM Eastern Time on April 12, 2024, then, at the election of either party by written notice to the other thereafter, this Agreement may be terminated, shall be null and void ab initio, the Repurchase and the Cancellation shall not occur, and the Warrants shall remain outstanding as if this Agreement never existed.

 

 

[The remainder of the page is intentionally left blank]

 

 

 

 

IN WITNESS WHEREOF, Holder and the Company have executed this Agreement as of the date set forth on the first page of this Agreement. This Agreement may be signed in one or more counterparts.

 

 

ASCENT SOLAR TECHNOLOGIES, INC.

 

 

By: /s/ Paul Warley

Name: Paul Warley

Title: Chief Executive Officer

 

 

HOLDER:

 

  

By:________________________________

Name:

Title: Authorized Signatory

 

 

Number of Warrant Shares issuable upon exercise of the Holder’s Warrants as of the date hereof (without regard to any limitations on exercise): 2,798,116 as of 3/6/2024.

 

 

Exhibit 10.2

 

WARRANT REPURCHASE AGREEMENT

 

This Warrant Repurchase Agreement (the “Agreement”) is entered into as of the 7th day of March, 2024 by and among Ascent Solar Technologies, Inc., a Delaware corporation (the “Company”), and the investor signatory hereto (the “Holder”), with reference to the following facts:

 

A.       Prior to the date hereof, pursuant to that Securities Purchase Contract, dated as of December 19, 2022, by and between the Company and the Holder (the “Securities Purchase Contract”), the Company issued to the Holder, among other things, a Warrants to Purchase Common Stock, exercisable as of the date hereof into such aggregate number of shares of Common Stock as set forth on the signature page of the Holder (without regard to any limitations on exercise set forth therein) (the “Warrants”).

 

B.       The Company and the Holder desire to (x) have the Company repurchase the Warrants (the “Repurchase”) and (y) cancel the Warrants (the “Cancellation”).

 

C.       Each of the Company and the Holder desire to effectuate the Repurchase and the Cancellation on the basis and subject to the terms and conditions set forth in this Agreement.

 

D.       Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Securities Purchase Contract.

 

NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants hereinafter contained, the parties hereto agree as follows:

 

1.       Repurchase. At the closing hereunder, the Holder hereby agrees to convey, assign and transfer all of the Warrants of the Holder that remain outstanding as of the closing date to the Company in exchange for the payment by the Company to the Holder of an aggregate purchase price (the “Purchase Price”) of $1,800,000 for 2,798,116 Warrants in cash. To the extent that the Holder exercises certain Warrants between the date of this Agreement and the closing hereunder, the aggregate Purchase Price of $1,800,000 will be proportionately reduced to reflect the lower number of Warrants outstanding as of the closing hereunder.

 

2.       Cancellation. Upon payment of the Purchase Price, the Holder shall deliver or cause to be delivered to the Company (or its designee) all of the outstanding Warrants (or affidavit of lost warrants, in form provided upon request by the Company and reasonably acceptable to the Holder) as soon as commercially practicable following the closing date. Immediately following the delivery of the Purchase Price to the Holder (or its designee), the Holder shall relinquish all rights, title and interest in the Warrants and assign the same to the Company, and the Warrants shall be cancelled.

 

3.       Closing. The closing of the Repurchase and Cancellation hereunder shall occur on the same business day of that the Company closes a new capital raising transaction with gross proceeds in excess of $5 million (a “Qualified Financing”).

 

4.       No Sale or Assignment of Warrants. So long as this Agreement is still in effect, the Holder agrees not to directly or indirectly sell or assign the Warrants. So long as the closing under this Agreement occurs in accordance with the terms hereof, no pricing or closing of the Qualified Financing of the Company shall cause any further full ratchet adjustment of the Warrants under the provisions of the Warrants relating to Dilutive Issuances.

 

5.       Disclosure of Transaction. The Company shall, on or before 8:30 a.m., New York City time, on or prior to the first business day after the date of this Agreement, file a Current Report on Form 8-K describing the terms of the transactions contemplated hereby in the form required by the 1934 Act.

 

6.       Termination. Notwithstanding anything contained in this Agreement to the contrary, if the closing under this Agreement has not occurred by 5:00 PM Eastern Time on April 12, 2024, then, at the election of either party by written notice to the other thereafter, this Agreement may be terminated. This Agreement may also be terminated, at the election of Holder by written notice to the Company, if the Repurchase is not completed within the time period specified in Section 3 above. In the event of any termination, this Agreement shall be null and void ab initio, the Repurchase and the Cancellation shall not occur, and the Warrants shall remain outstanding as if this Agreement never existed.

 

 

[The remainder of the page is intentionally left blank]

 

 

 

IN WITNESS WHEREOF, Holder and the Company have executed this Agreement as of the date set forth on the first page of this Agreement. This Agreement may be signed in one or more counterparts.

 

 

ASCENT SOLAR TECHNOLOGIES, INC.

 

 

By: /s/ Paul Warley

Name: Paul Warley

Title: Chief Executive Officer

 

 

HOLDER:

  

 

By:________________________________

Name:

Title: Authorized Signatory

 

 

Number of Warrant Shares issuable upon exercise of the Holder’s Warrants as of the date hereof (without regard to any limitations on exercise): 2,798,116 as of 3/7/2024.

 

 

v3.24.0.1

Cover	Mar. 06, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Mar. 06, 2024
Entity File Number	001-32919
Entity Registrant Name	ASCENT SOLAR TECHNOLOGIES, INC.
Entity Central Index Key	0001350102
Entity Tax Identification Number	20-3672603
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	12300 Grant Street
Entity Address, City or Town	Thornton
Entity Address, State or Province	CO
Entity Address, Postal Zip Code	80241
City Area Code	(720)
Local Phone Number	872-5000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common
Trading Symbol	ASTI
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false

---