Ascent Solar Technologies Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits
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Item 1.01. Entry into a Material Definitive Agreement.
Securities Purchase Agreement
On June 27, 2025, Ascent Solar Technologies, Inc. (the “Company”) commenced a best efforts public offering (the “Offering”) of an aggregate of (i) 507,000 shares (the “Shares”) of common stock, par value $0.0001 per share (“Common Stock”), of the Company, (ii) 493,000 pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to 493,000 shares of Common Stock (the “Pre-Funded Warrant Shares”), and (iii) 1,000,000 warrants to purchase up to 1,000,000 shares of Common Stock (“Warrants”). Each Share or Pre-Funded Warrant was sold together with one Warrant to purchase one share of Common Stock. The combined offering price for each Share and Warrant was $2.00, and the combined offering price for each Pre-Funded Warrant and accompanying Warrant was $1.9999. The Pre-Funded Warrants will have an exercise price of $0.0001 per share, be exercisable immediately and will expire when exercised in full. Each Warrant will have an exercise price of $2.00 per share and will be immediately exercisable. The Warrants will expire on the five-year anniversary of the date of issuance.
The net proceeds of the Offering, after deducting the fees and expenses of the Placement Agent (as defined below), described in more detail
below, and other offering expenses payable by the Company, but excluding the net proceeds, if any, from the exercise of the Warrants,
is expected to be approximately $1.6 million. The Company intends to use the net proceeds from this offering for working capital,
product development activities, general and administrative expenses and other general corporate purposes. The Offering closed on
June 30, 2025.
In connection with the Offering, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with certain institutional investors. Pursuant to the Purchase Agreement, the Company agreed not to issue, enter into any agreement to issue or announce the issuance or proposed issuance of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock or file any registration statement or prospectus, or any amendment or supplement thereto for 90 days after the closing date of the Offering, subject to certain exceptions. In addition, the Company has agreed not to effect or enter into an agreement to effect any issuance of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock involving a variable rate transaction (as defined in the Purchase Agreement) until the one-year anniversary of the closing date of the Offering, subject to certain exceptions.
The Purchase Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the purchasers, including for liabilities arising under the Securities Act of 1933, as amended (the “Securities Act”), other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Purchase Agreement were made only for the purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement and may be subject to limitations agreed upon by the contracting parties. A holder will not have the right to exercise any portion of the Warrants or Pre-Funded Warrants if the holder (together with its affiliates) would beneficially own in excess of 4.99% or 9.99%, as applicable, of the number of shares of Common Stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the Warrants or the Pre-Funded Warrants, respectively.
Pursuant to an engagement agreement (as amended, the “Engagement
Agreement”) with H.C. Wainwright & Co., LLC (the “Placement Agent”), the Company agreed to pay the Placement Agent
in connection with the Offering (i) a cash fee equal to 7.0% of the aggregate gross proceeds received in the Offering, (ii) a management
fee equal to 1.0% of the aggregate gross proceeds received in the Offering, and (iii) reimbursement of up to $100,000 for legal fees and
expenses and other out of pocket expenses. Also pursuant to the Engagement Agreement, the Company, in connection with the Offering, agreed
to issue to the Placement Agent or its designees warrants (the “Placement Agent Warrants”) to purchase up to an aggregate
of 70,000 shares of Common Stock (the “Placement Agent Warrant Shares”). The Placement Agent Warrants will
have an exercise price of $2.50 per share (which represents 125% of the combined public offering price per Share and accompanying
Warrants), will expire on June 27, 2030 and will be exercisable upon issuance.
The Shares, the Pre-Funded Warrants, the Pre-Funded Warrant Shares, the Warrants, the Warrant Shares, the Placement Agent Warrants and the Placement Agent Warrant Shares were offered by the Company pursuant to a Registration Statement on Form S-1 (the "Registration Statement") filed with the Securities and Exchange Commission (the “SEC”) on June 25, 2025, under the Securities Act (File No. 333-288300), and declared effective by the SEC on June 27, 2025.
The foregoing descriptions of the Purchase Agreement, the Warrants, the Pre-Funded Warrants and the Placement Agent Warrants are not complete and are qualified in their entirety by reference to the full text of the form of Purchase Agreement, the form of Warrant, the form of Pre-Funded Warrant, and the form of Placement Agent Warrant, copies of which are filed as Exhibits 10.1, 4.1, 4.2 and 4.3, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
This Current Report on Form 8-K does not constitute an offer to sell any securities or a solicitation of an offer to buy any securities, nor shall there be any sale of any securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Item 8.01 Other Events.
Press Release
On June 27, 2025, the Company issued a press release announcing the pricing of the Offering. A copy of such press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is hereby incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits | ||
|
Exhibit Number |
Description | ||
| 4.1 | Form of Warrant | ||
| 4.2 | Form of Pre-Funded Warrant | ||
| 4.3 | Form of Placement Agent Warrant | ||
| 10.1 | Form of Securities Purchase Agreement | ||
| 99.1 | Press Release, dated June 27, 2025 | ||
| 104 | Cover Page Interactive Data File - the cover page iXBRL tags are 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. | ||||||||
| June 30, 2025 | By: | /s/ Jin Jo | ||||||
| Name: Jin Jo | ||||||||
| Title: Chief Financial Officer | ||||||||