Ascent Solar Technologies Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

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): May 29, 2025

 

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)	(Zip Code)

 

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

 

Not Applicable 

(Former name, or former address, 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 Stock, par value $0.0001 per share		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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

As described below, the Company held its 2025 Annual Meeting of Stockholders on May 29, 2025. At the Annual Meeting, the Company’s stockholders approved an amendment to the Company’s 2023 Equity Incentive Plan to increase the number of shares of common stock subject to the 2023 Equity Incentive Plan from 155,250 to 655,250.

 

A summary of the material terms of the amended 2023 Plan is set forth in the Company’s definitive proxy statement on Schedule 14A for the Annual Meeting filed with the U.S. Securities and Exchange Commission on April 30, 2025 (the “Proxy Statement”). The summaries of the amended 2023 Plan set forth in the Proxy Statement are qualified in their entirety by reference to the full text of the amended 2023 Plan, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K, and incorporated herein by reference.

 

Item 5.07.  Submission of Matters to a Vote of Security Holders. 

  

On May 29, 2025 the Company convened its 2025 Annual Meeting of Stockholders. The matters voted upon at the Annual Meeting and the results of such voting are set forth below.

Proposal 1 - Election of two Class B directors to serve a three year term ending in 2028 until their respective successors are duly elected and qualified.

 

Gregory Thompson		Votes For				Votes Against				Abstain				Broker Non-Votes
Common Stock			137,664				33,295				10,180				561,997
1C Preferred Stock			140,640				0				0
Total			278,304				33,295				10,180

Gregory Thompson was duly elected.

 

Paul Warley		Votes For				Votes Against				Abstain				Broker Non-Votes
Common Stock			137,555				33,257				10,327				561,997
1C Preferred Stock			140,640				0				0
Total			278,195				33,257				10,327

Paul Warley was duly elected.

 

Proposal 2 - Ratification of appointment of independent registered accounting firm – Haynie & Company

 

		Votes For				Votes Against				Abstain				Broker Non-Votes
Common Stock			548,704				43,609				150,823
1C Preferred Stock			140,640				0				0
Total			689,344				43,609				150,823

 

Proposal 2 was approved.

 

Proposal 3 – Approval of an amendment to the Company’s 2023 Equity Incentive Plan

 

		Votes For				Votes Against				Abstain				Broker Non-Votes
Common Stock			80,086				99,726				1,327				561,997
1C Preferred Stock			140,640				0				0
Total			220,726				99,726				1,327

 

Proposal 3 was approved.

 

Proposal 4 – Approval to amend the Company’s certificate of incorporation to effect a reverse stock split

 

		Votes For				Votes Against				Abstain				Broker Non-Votes
Common Stock			340,994				227,984				174,158
1C Preferred Stock			140,640				0				0
Total			481,634				227,984				174,158

 

Proposal 4 was approved.

 

Proposal 5 – Approval to amend the Company’s certificate of incorporation to reduce authorized common shares

 

		Votes For				Votes Against				Abstain				Broker Non-Votes
Common Stock			643,909				73,502				25,725
1C Preferred Stock			140,640				0				0
Total			784,549				73,502				25,725

 

Proposal 5 was approved.

 

Proposal 6 – Approval, on an advisory basis, the compensation of the Company’s Named Executive Officers

 

		Votes For				Votes Against				Abstain				Broker Non-Votes
Common Stock			73,705				81,309				26,125				561,997
1C Preferred Stock			140,640				0				0
Total			214,345				81,309				26,125

 

Proposal 6 was approved.

 

Proposal 7 – Approval to adjourn the Annual Meeting

 

		Votes For				Votes Against				Abstain				Broker Non-Votes
Common Stock			501,664				90,830				150,642
1C Preferred Stock			140,640				0				0
Total			642,304				90,830				150,642

 

Proposal 7 was approved. 

 

Item 9.01. Financial Statements and Exhibits.

(d)	Exhibits
	Exhibit Number		Description
	10.1		Ascent Solar 2023 Equity Incentive Plan (as amended through May 29, 2025)
	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.
May 29, 2025						By:		/s/ Jin Jo
								Name: Jin Jo
								Title: Chief Financial Officer