UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the quarterly period ended
or
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TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the Transition Period from to
Commission File No.
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation or organization) |
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(I.R.S. Employer Identification No.) |
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(Address of principal executive offices) |
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(Zip Code) |
Registrant’s telephone number including area code:
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol(s) |
Name of exchange on which registered |
Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ☒
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act:
Large accelerated filer |
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Accelerated filer |
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Smaller reporting company |
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Emerging growth company |
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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.☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
As of August 6, 2024, there were
ASCENT SOLAR TECHNOLOGIES, INC.
Quarterly Report on Form 10-Q
For the Period Ended June 30, 2024
Table of Contents
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Item 1. |
1 |
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Unaudited Condensed Balance Sheets - as of June 30, 2024 and December 31, 2023 |
1 |
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2 |
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3 |
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Unaudited Condensed Statements of Cash Flow - For the Six Months Ended June 30, 2024 and 2023 |
5 |
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6 |
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Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
17 |
Item 3. |
22 |
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Item 4. |
22 |
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24 |
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Item 1. |
24 |
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Item 1A. |
24 |
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Item 2. |
25 |
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Item 3. |
25 |
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Item 4. |
25 |
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Item 5. |
26 |
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Item 6. |
27 |
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32 |
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FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q includes “forward-looking statements” that involve risks and uncertainties. Forward-looking statements include statements concerning our plans, objectives, goals, strategies, future events, future net sales or performance, capital expenditures, financing needs, plans or intentions relating to acquisitions, business trends and other information that is not historical information and, in particular, appear under headings including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Overview.” When used in this Quarterly Report, the words “estimates,” “expects,” “anticipates,” “projects,” “plans,” “intends,” “believes,” “forecasts,” “foresees,” “likely,” “may,” “should,” “goal,” “target,” and variations of such words or similar expressions are intended to identify forward-looking statements. All forward-looking statements are based upon information available to us on the date of this Quarterly Report.
These forward-looking statements are subject to risks, uncertainties and other factors, many of which are outside of our control, that could cause actual results to differ materially from the results discussed in the forward-looking statements, including, among other things, the matters discussed in this Quarterly Report in the sections captioned “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Factors you should consider that could cause these differences are:
There may be other factors that could cause our actual results to differ materially from the results referred to in the forward-looking statements. We undertake no obligation to publicly update or revise forward-looking statements to reflect subsequent events or circumstances after the date made, or to reflect the occurrence of unanticipated events, except as required by law.
References to “we,” “us,” “our,” “Ascent,” “Ascent Solar” or the “Company” in this Quarterly Report mean Ascent Solar Technologies, Inc.
PART I. FINANCIAL INFORMATION
Item 1. Condensed Financial Statements
CONDENSED BALANCE SHEETS
(unaudited)
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June 30, |
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December 31, |
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2024 |
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2023 |
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ASSETS |
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Current Assets: |
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Cash and cash equivalents |
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$ |
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$ |
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Trade receivables, net of allowance of $ |
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- |
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Inventories, net |
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Prepaid and other current assets |
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Total current assets |
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Property, Plant and Equipment: |
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Accumulated depreciation |
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( |
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Property, Plant and Equipment, net |
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Other Assets: |
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Operating lease right-of-use assets, net |
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Patents, net of accumulated amortization of $ |
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Equity method investment |
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Other non-current assets |
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Total Assets |
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$ |
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$ |
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LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) |
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Current Liabilities: |
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Accounts payable |
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$ |
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$ |
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Related party payables |
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Accrued expenses |
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Accrued payroll |
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Accrued professional services fees |
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Accrued interest |
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Current portion of operating lease liability |
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Conversions payable (Note 12) |
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- |
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Current portion of convertible notes, net |
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- |
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Bridge loan |
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- |
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Other payable |
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Total current liabilities |
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Long-Term Liabilities: |
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Non-current operating lease liabilities |
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Accrued warranty liability |
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Total liabilities |
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Stockholders’ Equity (Deficit): |
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Series A preferred stock, $ |
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Common stock, $ |
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Additional paid in capital |
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Accumulated deficit |
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( |
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Accumulated other comprehensive loss |
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Total stockholders’ equity (deficit) |
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( |
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Total Liabilities and Stockholders’ Equity (Deficit) |
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$ |
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$ |
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The accompanying notes are an integral part of these unaudited condensed financial statements.
1
CONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(unaudited)
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Three Months Ended |
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Six Months Ended |
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2024 |
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2023 |
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2024 |
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2023 |
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Revenues |
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Products |
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$ |
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$ |
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$ |
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$ |
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Milestone and engineering |
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- |
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- |
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Total Revenues |
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Costs and Expenses |
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Costs of revenue |
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Research, development and manufacturing |
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Selling, general and administrative |
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Share-based compensation |
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Depreciation and amortization |
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Impairment loss |
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- |
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- |
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- |
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Total Costs and Expenses |
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Loss from Operations |
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Other Income/(Expense) |
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Other income/(expense), net |
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( |
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- |
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Warrant settlement (Note 15) |
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( |
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- |
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( |
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- |
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Interest expense |
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( |
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( |
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( |
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( |
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Total Other Income/(Expense) |
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( |
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( |
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( |
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Income/(Loss) on Equity Method Investments |
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( |
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( |
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( |
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( |
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Net Income/(Loss) |
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$ |
( |
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$ |
( |
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$ |
( |
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$ |
( |
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Net Income/(Loss) Per Share (Basic and Diluted) |
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$ |
( |
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$ |
( |
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$ |
( |
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$ |
( |
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Weighted Average Common Shares |
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Weighted Average Common Shares |
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Other Comprehensive Income/(Loss) |
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Foreign currency translation gain/(loss) |
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( |
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( |
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( |
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Net Comprehensive Income/(Loss) |
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$ |
( |
) |
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$ |
( |
) |
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$ |
( |
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$ |
( |
) |
The accompanying notes are an integral part of these unaudited condensed financial statements.
2
CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)
(unaudited)
For the Three and Six Months Ended June 30, 2024
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Series A |
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Common Stock |
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Additional |
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Accumulated |
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Other Accumulated Comprehensive |
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Total |
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Shares |
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Amount |
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Shares |
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Amount |
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Capital |
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Deficit |
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Loss |
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(Deficit) |
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Balance at January 1, 2024 |
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$ |
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$ |
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$ |
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$ |
( |
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$ |
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$ |
( |
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Conversion of L1 Note |
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- |
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- |
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- |
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- |
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Exercise of prefunded warrants |
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- |
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- |
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( |
) |
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- |
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- |
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- |
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Share-based compensation |
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- |
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- |
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- |
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- |
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- |
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- |
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Net Loss |
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- |
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- |
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- |
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- |
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- |
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( |
) |
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- |
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( |
) |
Foreign Currency Translation |
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- |
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- |
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- |
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- |
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- |
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- |
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( |
) |
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( |
) |
Balance at March 31, 2024 |
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$ |
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$ |
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$ |
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$ |
( |
) |
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$ |
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$ |
( |
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Sale of common stock |
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- |
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- |
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- |
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- |
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Exercise of prefunded warrants |
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- |
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- |
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( |
) |
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- |
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- |
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- |
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Share-based compensation |
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- |
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- |
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- |
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- |
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Proceeds from sale on ATM facility, |
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- |
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- |
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- |
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- |
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Common stock issued to settle liabilities |
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- |
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- |
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- |
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- |
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Warrant repurchase |
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- |
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- |
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- |
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- |
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( |
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- |
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- |
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( |
) |
Warrant settlement |
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- |
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- |
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- |
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- |
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- |
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- |
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Net Loss |
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- |
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- |
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- |
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- |
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- |
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( |
) |
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- |
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( |
) |
Foreign Currency Translation |
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- |
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- |
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- |
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- |
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- |
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- |
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( |
) |
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( |
) |
Balance at June 30, 2024 |
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$ |
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$ |
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$ |
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$ |
( |
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$ |
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$ |
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The accompanying notes are an integral part of these unaudited condensed financial statements.
3
CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT
(unaudited)
For the Three and Six Months Ended June 30, 2023
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Series A |
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Series 1B |
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Common Stock |
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Additional |
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Accumulated |
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Other Accumulated Comprehensive |
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Total |
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Shares |
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Amount |
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Shares |
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Amount |
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Shares |
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Amount |
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Capital |
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Deficit |
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Loss |
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(Deficit) |
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Balance at January 1, 2023 |
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$ |
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- |
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$ |
- |
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$ |
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$ |
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$ |
( |
) |
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$ |
( |
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$ |
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Conversion of L1 Note |
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- |
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- |
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- |
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- |
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- |
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- |
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Conversion of Sabby Note into |
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- |
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- |
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- |
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- |
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- |
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- |
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Share-based compensation |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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||
Net Loss |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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( |
) |
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- |
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( |
) |
Foreign Currency Translation |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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Balance at March 31, 2023 |
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$ |
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- |
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$ |
- |
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$ |
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$ |
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$ |
( |
) |
|
$ |
( |
) |
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$ |
( |
) |
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Conversion of L1 Note |
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- |
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- |
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- |
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- |
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- |
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- |
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Conversion of Sabby Note into |
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- |
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- |
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- |
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- |
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- |
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- |
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||||
Share-based compensation |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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||
Proceeds from issuance of |
|
|
- |
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
|||
Preferred Stock issuance cost |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
||||||||
Common stock issued for services |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
|||
Down round deemed dividend |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
( |
) |
|
|
- |
|
|
|
- |
|
|
Net Loss |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
|
( |
) |
Foreign Currency Translation |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
( |
) |
Balance at June 30, 2023 |
|
|
|
|
$ |
|
|
|
|
|
$ |
- |
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
||||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
4
CONDENSED STATEMENTS OF CASH FLOWS
(unaudited)
|
|
For the Six Months Ended |
|
|||||
|
|
June 30, |
|
|||||
|
|
2024 |
|
|
2023 |
|
||
Operating Activities: |
|
|
|
|
|
|
||
Net income/(loss) |
|
$ |
( |
) |
|
$ |
( |
) |
Adjustments to reconcile net income (loss) to cash used in operating activities: |
|
|
|
|
|
|
||
Depreciation and amortization |
|
|
|
|
|
|
||
Share-based compensation |
|
|
|
|
|
|
||
Stock issued for services |
|
|
|
|
|
— |
|
|
Stock issued for warrant settlement |
|
|
|
|
|
— |
|
|
Operating lease asset amortization |
|
|
|
|
|
|
||
Amortization of debt discount |
|
|
|
|
|
|
||
Loss on equity method investment |
|
|
|
|
|
|
||
Inventory reserve expense |
|
|
( |
) |
|
|
|
|
Impairment loss |
|
|
|
|
|
— |
|
|
Other |
|
|
( |
) |
|
|
— |
|
Changes in operating assets and liabilities: |
|
|
|
|
|
|
||
Accounts receivable |
|
|
( |
) |
|
|
( |
) |
Inventories |
|
|
|
|
|
( |
) |
|
Prepaid expenses and other current assets |
|
|
( |
) |
|
|
|
|
Accounts payable |
|
|
|
|
|
|
||
Related party payable |
|
|
|
|
|
( |
) |
|
Operating lease liabilities |
|
|
( |
) |
|
|
( |
) |
Accrued interest |
|
|
|
|
|
|
||
Accrued expenses |
|
|
( |
) |
|
|
( |
) |
Net cash used in operating activities |
|
|
( |
) |
|
|
( |
) |
Investing Activities: |
|
|
|
|
|
|
||
Payments on purchase of assets |
|
|
— |
|
|
|
( |
) |
Patent activity costs |
|
|
— |
|
|
|
( |
) |
Net cash used in investing activities |
|
|
— |
|
|
|
( |
) |
Financing Activities: |
|
|
|
|
|
|
||
Proceeds from issuance of Series 1B Preferred Stock |
|
|
— |
|
|
|
|
|
Proceeds from bridge loans |
|
|
|
|
|
— |
|
|
Repayment of bridge loans |
|
|
( |
) |
|
|
— |
|
Proceeds from issuance of Common Stock |
|
|
|
|
|
— |
|
|
Warrant repurchase |
|
|
( |
) |
|
|
— |
|
Payment of convertible notes and cash payable |
|
|
( |
) |
|
|
( |
) |
Net cash provided by (used in) financing activities |
|
|
|
|
|
( |
) |
|
Effect of foreign exchange rate on cash |
|
|
— |
|
|
|
( |
) |
Net change in cash and cash equivalents |
|
|
|
|
|
( |
) |
|
Cash and cash equivalents at beginning of period |
|
|
|
|
|
|
||
Cash and cash equivalents at end of period |
|
$ |
|
|
$ |
|
||
Non-Cash Transactions: |
|
|
|
|
|
|
||
Exercise of prefunded warrants |
|
$ |
|
|
$ |
— |
|
|
Non-cash conversions of convertible notes to equity |
|
$ |
|
|
$ |
|
||
Down round deemed dividend |
|
$ |
— |
|
|
$ |
|
|
Supplemental disclosure of cash flow information: |
|
|
|
|
|
|
||
Cash paid during the year for: |
|
|
|
|
|
|
||
Interest |
|
$ |
|
|
$ |
|
||
The accompanying notes are an integral part of these unaudited condensed financial statements.
5
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
NOTE 1. ORGANIZATION
Ascent Solar Technologies, Inc. (the “Company") is focusing on integrating its photovoltaic ("PV") products into scalable and high value markets such as agrivoltaics, aerospace, satellites, near earth orbiting vehicles, and fixed wing unmanned aerial vehicles (“UAV”). The value proposition of Ascent’s proprietary solar technology not only aligns with the needs of customers in these industries, but also overcomes many of the obstacles other solar technologies face in these unique markets. Ascent has the capability to design and develop finished products for end users in these areas as well as collaborate with strategic partners to design and develop custom integrated solutions for products like fixed-wing UAVs. Ascent sees significant overlap of the needs of end users across some of these industries and can achieve economies of scale in sourcing, development, and production in commercializing products for these customers.
NOTE 2. BASIS OF PRESENTATION
The accompanying, unaudited, condensed financial statements have been derived from the accounting records of the Company as of June 30, 2024, and December 31, 2023, and the results of operations for the three and six months ended June 30, 2024, and 2023.
The accompanying, unaudited, condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, these interim financial statements do not include all of the information and footnotes typically found in U.S. GAAP audited annual financial statements. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair statement have been included. The Condensed Balance Sheet at December 31, 2023, has been derived from the audited financial statements as of that date but does not include all of the information and footnotes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. These condensed financial statements and notes should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Operating results for the three and six months ended June 30, 2024, are not necessarily indicative of the results that may be expected for the year ending December 31, 2024.
NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The Company’s significant accounting policies were described in Note 2 to the audited financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. There have been no significant changes to our accounting policies as of June 30, 2024.
Revenue Recognition:
Product revenue. The Company recognizes revenue for the sale of PV modules and other equipment sales at a point in time following the transfer of control of such products to the customer, which typically occurs upon shipment or delivery depending on the terms of the underlying contracts. For module and other equipment sales contracts that contain multiple performance obligations, the Company allocates the transaction price to each performance obligation identified in the contract based on relative standalone selling prices, or estimates of such prices, and recognizes the related revenue as control of each individual product is transferred to the customer.
During the three months ended June 30, 2024 and 2023, the Company recognized product revenue of $
Milestone and engineering revenue. Each milestone and engineering arrangement is a separate performance obligation. The transaction price is estimated using the most likely amount method and revenue is recognized as the performance obligation
6
is satisfied through achieving manufacturing, cost, or engineering targets. During the three months ended June 30, 2024 and 2023, the Company recognized total milestone and engineering revenue of $
Government contracts revenue. Revenue from government research and development contracts is generated under terms that are cost plus fee or firm fixed price. The Company generally recognizes this revenue over time using cost-based input methods, which recognizes revenue and gross profit as work is performed based on the relationship between actual costs incurred compared to the total estimated costs of the contract. In applying cost-based input methods of revenue recognition, the Company uses the actual costs incurred relative to the total estimated costs to determine our progress towards contract completion and to calculate the corresponding amount of revenue to recognize.
Cost based input methods of revenue recognition are considered a faithful depiction of the Company’s efforts to satisfy long-term government research and development contracts and therefore reflect the performance obligations under such contracts. Costs incurred that do not contribute to satisfying the Company’s performance obligations are excluded from the input methods of revenue recognition as the amounts are not reflective of transferring control under the contract. Costs incurred towards contract completion may include direct costs plus allowable indirect costs and an allocable portion of the fixed fee. If actual and estimated costs to complete a contract indicate a loss, provision is made currently for the loss anticipated on the contract.
Accounts Receivable. As of June 30, 2024 and December 31, 2023, the Company had an accounts receivable, net balance of $
Deferred revenue for the six months ended June 30, 2024 was as follows:
Balance as of January 1, 2024 |
$ |
|
|
Additions |
|
|
|
Recognized as revenue |
|
( |
) |
Balance as of June 30, 2024 |
$ |
|
Other Assets: Other assets is comprised of the following:
|
|
June 30, |
|
|
December 31, |
|
||
|
|
2024 |
|
|
2023 |
|
||
Lease security deposit |
|
$ |
|
|
$ |
|
||
Spare machine parts |
|
|
|
|
|
|
||
Total Other Assets |
|
$ |
|
|
$ |
|
||
Earnings per Share: Earnings per share (“EPS”) are the amount of earnings attributable to each share of common stock. Basic EPS has been computed by dividing income available to common stockholders by the weighted-average number of common shares outstanding during the period. Income available to common stockholders has been computed by deducting dividends accumulated for the period on cumulative preferred stock (whether or not earned) and deemed dividends due to down round financings from net income. For the three and six months ended June 30, 2023, income available to common stockholders was adjusted for deemed dividends due to down round financings of $
7
Net loss attributable to common shareholders for the three and six months ended June 30, 2023 was as follows:
|
|
Three months ended |
|
|
Six months ended |
|
||||
|
|
June 30, 2023 |
|
|
June 30, 2023 |
|
||||
Net Loss |
|
$ |
|
( |
) |
|
$ |
|
( |
) |
Down round deemed dividend |
|
|
|
( |
) |
|
|
|
( |
) |
Net Loss attributable to common shareholders |
|
|
|
( |
) |
|
|
|
( |
) |
Earnings Per Share (Basic and Diluted) |
|
|
|
( |
) |
|
|
|
( |
) |
Recently Issued Accounting Policies
In November 2023, the FASB issued ASU 2023-07, Segment Reporting: Improvement to Reportable Segment Disclosures ("ASU 2023-07"). ASU 2023-07 improves segment disclosure requirements primarily through enhanced disclosures about significant segment expenses. In addition, the amendments enhance interim disclosure requirements, clarify circumstances in which an entity can disclose multiple segment measures of profit or loss, provide new segment disclosure requirements for entities with a single reportable segment, and contain other disclosure requirements. The amendments in ASU 2023-07 are effective for all public entities for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. Management is evaluating the impact of this ASU on the Company's financial statements.
In December 2023, the FASB issued ASU 2023-09, Income Taxes: Improvements to Income Tax Disclosures ("ASU 2023-09"). ASU 2023-09 improves income tax disclosures by requiring public entities annually to (1) disclose specific categories in the rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold. ASU 2023-09 is effective for public entities for annual periods beginning after December 15, 2024. Entities are permitted to early adopt the standard for annual financial statements that have not yet been issued or made available for issuance. Management is evaluating the impact of this ASU on the Company's financial statements.
NOTE 4. LIQUIDITY, CONTINUED OPERATIONS, AND GOING CONCERN
During the year ended December 31, 2023, the Company sold Series 1B preferred stock and completed a public offering to fund operations. Further discussion of these transactions can be found in Notes 13 and 14 in the Company's Annual Report on Form 10-K for the year ended December 31, 2023. The Company continues to enter into financing arrangements in 2024 to fund operations.
The Company currently has limited production capabilities in its Thornton facility and continues to focus on restarting production at industrial scale while continuing its research and development activities to improve its PV products. The Company does not expect that sales revenue and cash flows will be sufficient to support operations and cash requirements until it has fully implemented this strategy. During the six months ended June 30, 2024, the Company used $
Current committed product revenues are not anticipated to result in a positive cash flow position for the next twelve months and although the Company has, as of June 30, 2024, working capital of $
The Company continues to look for ways to expand its production of PV films at industrial scale and to secure long-term contracts for the sale of such output. The Company also continues activities related to securing additional financing through strategic or financial investors, but there is no assurance the Company will be able to raise additional capital on acceptable terms or at all. If the Company's revenues do not increase rapidly, and/or additional financing is not obtained, the Company will be required to significantly curtail operations to reduce costs and/or sell assets. Such actions would likely have an adverse impact on the Company's future operations.
As a result of the Company’s recurring losses from operations and the potential need for additional financing to fund its operating and capital requirements, there is uncertainty regarding the Company’s ability to maintain liquidity sufficient to operate its business effectively, which raises doubt as to the Company’s ability to continue as a going concern.
8
Management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. These condensed financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.
NOTE 5. RELATED PARTY TRANSACTIONS
In September 2021, the Company and TubeSolar AG ("TubeSolar"), a former significant stakeholder in the Company, entered into a Long-Term and Joint Development Agreement ("JDA") where the Company would provide PV foils for use in TubeSolar's solar modules for agricultural photovoltaic applications.The Company and TubeSolar also jointly established Ascent Solar Technologies Germany GmbH (“Ascent Germany”), in which TubeSolar holds of
In June, 2023, TubeSolar filed an application for insolvency proceedings with the insolvency court. Since then, there has been no activity under the JDA and minimal activity in Ascent Germany. Management continues to monitor this situation.
NOTE 6. SWITZERLAND ASSETS
On
During the year ended December 31, 2023, Management concluded that these assets were impaired and recognized an impairment loss of $
At March 31, 2024, the Company designated the Assets as assets held for sale as all of the following criteria have been met: (i) a formal commitment to a plan to sell a property has been made and exercised; (ii) the property is available for sale in its present condition; (iii) actions required to complete the sale of the property have been initiated; (iv) sale of the property is probable and we expect the sale will occur within one year; and (v) the property is being actively marketed for sale at a price that is reasonable given its current market value. Assets held for sale were recorded in Property, Plant and Equipment, net in the unaudited condensed balance sheets.
Upon designation as an asset held for sale, the Company recorded the carrying value of the property at the lower of its carrying value or its estimated fair value, less estimated costs to sell, and depreciation of the property ceases. As the estimated fair value of $
9
NOTE 7. PROPERTY, PLANT AND EQUIPMENT
The following table summarizes property, plant and equipment as of June 30, 2024 and December 31, 2023:
|
|
As of |
|
|
As of |
|
||
|
|
2024 |
|
|
2023 |
|
||
Furniture, fixtures, computer hardware and |
|
$ |
|
|
$ |
|
||
Manufacturing machinery and equipment |
|
|
|
|
|
|
||
Leasehold improvements |
|
|
|
|
|
|
||
Manufacturing machinery and equipment, |
|
|
|
|
|
|
||
Depreciable property, plant and equipment |
|
|
|
|
|
|
||
Less: Accumulated depreciation and amortization |
|
|
( |
) |
|
|
( |
) |
Net property, plant and equipment |
|
$ |
|
|
$ |
|
||
Depreciation expense for the three months ended June 30, 2024 and 2023 was $
NOTE 8. OPERATING LEASE
The Company’s lease is primarily comprised of manufacturing and office space.
Effective September 1, 2023, the lease was amended to reduce the rentable square feet from approximately
As of June 30, 2024 and December 31, 2023, assets and liabilities related to the Company’s leases were as follows:
|
|
As of |
|
|
As of |
|
||
|
|
2024 |
|
|
2023 |
|
||
Operating lease right-of-use assets, net |
|
$ |
|
|
$ |
|
||
Current portion of operating lease liability |
|
|
|
|
|
|
||
Non-current portion of operating lease liability |
|
|
|
|
|
|
||
During the three months ended June 30, 2024 and 2023, the Company recorded operating lease expense included in selling, general and administrative expenses of $
Future maturities of the operating lease liability are as follows:
Remainder of 2024 |
|
$ |
|
|
2025 |
|
|
|
|
2026 |
|
|
|
|
2027 |
|
|
|
|
Total lease payments |
|
|
|
|
Less amounts representing interest |
|
|
( |
) |
Present value of lease liability |
|
$ |
|
10
The remaining weighted average lease term and discount rate of the operating leases is
NOTE 9. INVENTORIES
Inventories, net of reserves, consisted of the following at June 30, 2024 and December 31, 2023:
|
|
As of |
|
|
As of |
|
||
|
|
2024 |
|
|
2023 |
|
||
Raw materials |
|
$ |
|
|
$ |
|
||
Work in process |
|
|
|
|
|
|
||
Finished goods |
|
|
- |
|
|
|
- |
|
Total |
|
$ |
|
|
$ |
|
||
NOTE 10. BRIDGE LOAN
|
Principal |
|
New loans |
|
Principal Payments |
|
Principal |
|
Discount |
|
Bridge Loan, net of discount |
|
||||||
Bridge Loans |
$ |
|
$ |
|
$ |
( |
) |
$ |
|
$ |
( |
) |
$ |
|
||||
On February 27, 2024, the Company entered into a loan agreement ("Loan 1") with a lender ("Lender") for an aggregate principal amount of $
On April 17, 2024, the Company entered into a new loan agreement ("Loan 2") with the Lender. Under Loan 2, the Company borrowed an aggregate principal amount of $
As of June 30, 2024, principal and interest payable on Loan 2 was $
On April 1 and 2, 2024, the Company closed two loan agreements with a different lender ("Lender 2") for an aggregate principal amount of $
At June 30, 2024, principal and interest payable on these loans was $
The carrying amount of these bridge loans approximate fair value due to its short maturity and because the Company's current borrowing rate does not materially differ from market rates for similar bank borrowings and is considered to be Level 2 input on the fair value hierarchy.
NOTE 11. OTHER PAYABLE
On June 30, 2017, the Company entered into an agreement with a vendor (“Vendor”) to convert the balance of their account into a note payable in the amount of $
11
NOTE 12. CONVERTIBLE NOTES
The following table provides a summary of the activity of the Company's secured, convertible, promissory notes:
|
Principal |
|
Notes converted |
|
Notes paid |
|
Net Principal |
|
||||
L1 Capital Global Opportunities Master Fund, Ltd |
$ |
|
$ |
( |
) |
$ |
( |
) |
$ |
— |
|
|
During the six months ended June 30, 2024, $
Conversions Payable represents the economic difference between the applicable conversion price of the notes payable and floor price of $
NOTE 13. SERIES A PREFERRED STOCK
As of January 1, 2024, there were
The Series A Preferred Stock may be converted into shares of common stock at the option of the Company if the closing price of the common stock exceeds $
Except as otherwise required by law (or with respect to approval of certain actions), the Series A Preferred Stock shall have no voting rights. Upon any liquidation, dissolution or winding up of the Company, after payment or provision for payment of debts and other liabilities of the Company, the holders of Series A Preferred Stock shall be entitled to receive, pari passu with any distribution to the holders of common stock of the Company, an amount equal to $8.00 per share of Series A Preferred Stock plus any accrued and unpaid dividends.
As of June 30, 2024, there were
NOTE 14. SERIES Z PREFERRED STOCK
On June 20, 2024, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Paul Warley, the Company’s Chief Executive Officer (the “Purchaser”) pursuant to which it issued and sold
12
The Share of Series Z Preferred Stock is not convertible into, or exchangeable for, shares of any other class or series of stock or other securities of the Company. The Share of Series Z Preferred Stock has no rights with respect to any distribution of assets of the Company, including upon a liquidation, bankruptcy, reorganization, merger, acquisition, sale, dissolution or winding up of the Company, whether voluntarily or involuntarily. The holder of the Share of Series Z Preferred Stock will not be entitled to receive dividends of any kind.
The outstanding share of Series Z Preferred Stock shall be redeemed in whole, but not in part, at any time (i) if such redemption is ordered by the Board of Directors in its sole discretion or (ii) automatically upon the effectiveness of the amendment to the Certificate of Incorporation implementing a reverse stock split. Upon such redemption, the holder of the Series Z Preferred Stock will receive consideration of $
The Share of Series Z Preferred Stock will have
The Series Z Preferred Stock is recorded as Accrued Expenses in the unaudited Condensed Balance Sheets.
NOTE 15. STOCKHOLDERS’ EQUITY (DEFICIT)
Common Stock
At June 30, 2024, the Company had
During the six months ended June 30, 2024, $
As part of the December 19, 2022 Securities Purchase Contract (the “Purchase Contract”) with
On
13
To extend the repurchase deadline, on April 12, 2024 the Company agreed to issue the Investors approximately
|
Inputs |
|
Expected stock price volatility |
% |
|
Dividend yield |
% |
|
Risk-free interest rate |
% |
|
Expected life of the warrants (in years) |
|
|
On
The Company agreed to pay Dawson James a placement agent fee in cash equal to
On April 18, 2024, the Company, completed closings under the Offering of common stock. Aggregate gross proceeds from all closings under the offering total $
As of June 30, 2024, all
The net proceeds from the closings of the Offering were utilized to retire approximately $
On May 16, 2024, the Company entered into an At The Market Offering Agreement (the “ATM Agreement”) with H.C. Wainwright & Co., LLC, as sales agent (“Wainwright”), to sell shares of its common stock, par value $
On May 23, 2024, the Company increased the amount available for sale under the ATM Agreement, up to an additional aggregate offering price of $
14
As of June 30, 2024, the Company sold
Preferred Stock
At June 30, 2024, the Company had
The following table summarizes the designations, shares authorized, and shares outstanding for the Company’s Preferred Stock:
Preferred Stock Series Designation |
|
Shares |
|
|
Shares |
|
||
Series A |
|
|
|
|
|
|
||
Series 1A |
|
|
|
|
|
|
||
Series B-1 |
|
|
|
|
|
|
||
Series B-2 |
|
|
|
|
|
|
||
Series 1B |
|
|
|
|
|
|
||
Series C |
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Series D |
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Series D-1 |
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Series E |
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Series F |
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Series G |
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Series H |
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Series I |
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Series J |
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Series J-1 |
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Series K |
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Series Z |
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Warrants
As of June 30, 2024, there are
Series A Preferred Stock
Refer to Note 13 for information on Series A Preferred Stock.
Series Z Preferred Stock
Refer to Note 14 for information on Series Z Preferred Stock.
Series 1A, B-1, B-2, C, D, D-1, E, F, G, H, I, J, J-1, and K Preferred Stock
There were no transactions involving the Series 1A, B-1, B-2, C, D, D-1, E, F, G, H, I, J, J-1, or K during the three and six months ended June 30, 2024.
NOTE 16. SHARE-BASED COMPENSATION
In January 2024, the Company granted
15
The Company had a total of
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Shares |
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Weighted Average Grant Date Fair Value |
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Non-vested at January 1, 2024 |
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$ |
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||
Granted |
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Vested |
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( |
) |
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Forfeited |
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( |
) |
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Non-vested at June 30, 2024 |
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$ |
|
||
The fair values of the respective vesting dates of RSUs were approximately $
NOTE 17. COMMITMENTS AND CONTINGENCIES
On August 15, 2023, H.C. Wainwright & Co., LLC (“Wainwright”) filed an action against the Company in the New York State Supreme Court in New York County. The complaint alleges a breach by the Company of an investment banking engagement letter entered into in October 2021. The Wainwright engagement letter expired in April 2022 without any financing transaction having been completed. The complaint claims that Wainright is entitled, under a “tail provision”, to an
The Company is subject to various legal proceedings, both asserted and unasserted, that arise in the ordinary course of business. The Company cannot predict the ultimate outcome of such legal proceedings or in certain instances provide reasonable ranges of potential losses. However, as of the date of this report, the Company believes that none of these claims will have a material adverse effect on its financial position or results of operations. In the event of unexpected subsequent developments and given the inherent unpredictability of these legal proceedings, there can be no assurance that the Company’s assessment of any claim will reflect the ultimate outcome, and an adverse outcome in certain matters could, from time to time, have a material adverse effect on the Company’s financial position or results of operations in particular quarterly or annual periods.
NOTE 18. SUBSEQUENT EVENTS
Subsequent to June 30, 2024, the Company sold
16
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion of our financial condition and results of operations should be read in conjunction with our unaudited financial statements and the notes to those financial statements appearing elsewhere in this Form 10-Q and our audited financial statements and related notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2023 which was filed with the SEC on February 21, 2024. This discussion and analysis contains statements of a forward-looking nature relating to future events or our future financial performance. As a result of many factors, our actual results may differ materially from those anticipated in these forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. You should carefully read the “Risk Factors” section of this Quarterly Report and of our Annual Report on Form 10-K for the year ended December 31, 2023 to gain an understanding of the important factors that could cause actual results to differ materially from our forward-looking statements. Please also see the section entitled “Forward-Looking Statements.”
Overview
We target high-volume production and high-value specialty solar markets. These include agrivoltaics, space, aerospace and high-value niche manufacturing/construction sectors. This strategy enables us to fully leverage what we believe are the unique advantages of our technology, including flexibility, durability and attractive power to weight and power to area performance. It further enables us to offer unique, differentiated solutions in large markets with less competition, and more attractive pricing.
Specifically, we focus on commercializing our proprietary solar technology in two high-value PV verticals:
I. Aerospace: Space, Near-space and Fixed Wing UAV
II. Agrivoltaics
We believe the value proposition of Ascent’s proprietary solar technology not only aligns with the needs of customers in these verticals, but also overcomes many of the obstacles other solar technologies face in these unique markets. Ascent has the capability to design and develop finished products for end users in these areas as well as collaborate with strategic partners to design and develop custom integrated solutions for products like airships and fixed-wing UAVs. Ascent sees significant overlap in the needs of end users across some of these verticals and believes it can achieve economies of scale in sourcing, development, and production in commercializing products for these customers.
The integration of Ascent's solar modules into space, near space, and aeronautic vehicles with ultra-lightweight and flexible solar modules is an important market opportunity for the Company. Customers in this market have historically required a high level of durability, high voltage and conversion efficiency from solar module suppliers, and we believe our products are well suited to compete in this premium market.
For the six months ended June 30, 2024, we generated $33,343 of total revenue. As of June 30, 2024, we had an accumulated deficit of $488,462,005.
Due to the high durability enabled by the monolithic integration employed by our technology, the capability to customize modules into different form factors and what we believe is the industry leading light weight and flexibility provided by our modules, we believe that the potential applications for our products are extensive, including integrated solutions anywhere that may need power generation such as vehicles in space or in flight, or dual-use installations on agricultural land.
17
Commercialization and Manufacturing Strategy
We manufacture our products by affixing a thin CIGS layer to a flexible, plastic substrate using a large format, roll-to-roll process that permits us to fabricate our flexible PV modules in an integrated sequential operation. We use proprietary monolithic integration techniques which enable us to form complete PV modules with little to no back-end assembly cost of inter- cell connections. Traditional PV manufacturers assemble PV modules by bonding or soldering discrete PV cells together. This manufacturing step typically increases manufacturing costs and at times proves detrimental to the overall yield and reliability of the finished product. By reducing or eliminating this added step using our proprietary monolithic integration techniques, we believe we can achieve cost savings in, and increase the reliability of, our PV modules.
We plan to continue the development of our current PV technology to increase module efficiency, improve our manufacturing tooling and process capabilities and reduce manufacturing costs. We also plan to continue to take advantage of research and development contracts to fund a portion of this development.
Significant Trends, Uncertainties and Challenges
We believe the significant trends, uncertainties and challenges that directly or indirectly affect our financial performance and results of operations include:
Basis of Presentation: The accompanying unaudited condensed financial statements have been derived from the accounting records of Ascent Solar Technologies, Inc. as of June 30, 2024 and December 31, 2023, and the results of operations for the three and six months ended June 30, 2024 and 2023.
18
Critical Accounting Policies and Estimates
Critical accounting policies used in reporting our financial results are reviewed by management on a regular basis. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosure of contingent assets and liabilities. Processes used to develop these estimates are evaluated on an ongoing basis. Estimates are based on historical experience and various other assumptions that are believed to be reasonable for making judgments about the carrying value of assets and liabilities. Actual results may differ as outcomes from assumptions may change.
The Company’s significant accounting policies were described in Note 3 to the audited financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. There have been no significant changes to our accounting policies as of June 30, 2024.
Results of Operations
Comparison of the Three Months Ended June 30, 2024 and 2023
|
|
Three Months Ended |
|
|
|
|
||||||
|
|
2024 |
|
|
2023 |
|
|
$ Change |
|
|||
Revenues |
|
|
|
|
|
|
|
|
|
|||
Products |
|
$ |
27,743 |
|
|
$ |
86,385 |
|
|
$ |
(58,642 |
) |
Milestone and engineering |
|
|
- |
|
|
|
14,916 |
|
|
|
(14,916 |
) |
Total Revenues |
|
|
27,743 |
|
|
|
101,301 |
|
|
|
(73,558 |
) |
|
|
|
|
|
|
|
|
|
|
|||
Costs and Expenses |
|
|
|
|
|
|
|
|
|
|||
Cost of Revenue |
|
|
61,524 |
|
|
|
666,269 |
|
|
|
(604,745 |
) |
Research, development and |
|
|
506,001 |
|
|
|
822,321 |
|
|
|
(316,320 |
) |
Selling, general and administrative |
|
|
1,611,438 |
|
|
|
1,178,832 |
|
|
|
432,606 |
|
Share-based compensation |
|
|
185,702 |
|
|
|
560,861 |
|
|
|
(375,159 |
) |
Depreciation and amortization |
|
|
18,651 |
|
|
|
24,443 |
|
|
|
(5,792 |
) |
Impairment loss |
|
|
- |
|
|
|
- |
|
|
|
- |
|
Total Costs and Expenses |
|
|
2,383,316 |
|
|
|
3,252,726 |
|
|
|
(869,410 |
) |
Loss From Operations |
|
|
(2,355,573 |
) |
|
|
(3,151,425 |
) |
|
|
795,852 |
|
|
|
|
|
|
|
|
|
|
|
|||
Other Income/(Expense) |
|
|
|
|
|
|
|
|
|
|||
Other income/(expense), net |
|
|
(37,988 |
) |
|
|
- |
|
|
|
(37,988 |
) |
Warrant settlement (Note 15) |
|
|
(743,459 |
) |
|
|
- |
|
|
|
(743,459 |
) |
Interest Expense |
|
|
(307,081 |
) |
|
|
(761,877 |
) |
|
|
454,796 |
|
Total Other Income/(Expense) |
|
|
(1,088,528 |
) |
|
|
(761,877 |
) |
|
|
(326,651 |
) |
Income/(Loss) on Equity Method Investments |
|
|
(1,726 |
) |
|
|
(170 |
) |
|
|
(1,556 |
) |
Net (Loss)/Income |
|
$ |
(3,445,827 |
) |
|
$ |
(3,913,472 |
) |
|
$ |
467,645 |
|
Total Revenues. Our total revenues decreased by $73,558, or 73%, for the three months ended June 30, 2024 when compared to the same period in 2023. This is primarily due to a large customer order and engineering revenue in the prior period that was not repeated in the current period.
Cost of revenue. Cost of revenues is primarily comprised of repair and maintenance, material costs, and direct labor and overhead expenses. Our Cost of revenues decreased by $604,745, or 91%, for the three months ended June 30, 2024 when compared to the same period in 2023. This decrease is primarily due to a decrease in manufacturing activities as the Company continued to focused on product and technology improvements in the current period.
Research, development and manufacturing operations. Research, development and manufacturing operations costs include costs incurred for product development, pre-production and production activities in our manufacturing facility. It also includes costs related to technology development. Research, development and manufacturing operations costs decreased by $316,320, or 38%, for the three months ended June 30, 2024 when compared to the same period in 2023. This is primarily due to a
19
decrease in preproduction and manufacturing operations cost as the Company continued to focused on product and technology improvements in the current period.
Selling, general and administrative. Selling, general and administrative expenses increased by $432,606, or 37%, for the three months ended June 30, 2024 when compared to the same period in 2023. The increase in costs is due primarily to increased employee expenses. The increase is also due to the annual shareholders' meeting costs and other administrative costs.
Share-based compensation. Share-based compensation expense decreased by $375,159 or 67% for the three months ended June 30, 2024 when compared to the same period in 2023. The decrease is due to the termination of our former CEO in April 2023. This is partially offset with the Company's RSU grant to employees, directors, and advisory board in 2024.
Other Income/Expense. Other expense was $1,088,528 for the three months ended June 30, 2024, compared to other expense of $761,877 for the same period in 2023, an increase of $326,651. The increase is due primarily to the warrant settlement expense incurred in the current period and interest on the bridge loans partially offset by a decrease in interest expense resulting from the conversions and payoff of the December 2022 convertible debt.
Net Loss. Our Net Loss decreased by $467,645, or 12%, for the three months ended June 30, 2024 compared to the same period in 2023 due primarily to the items mentioned above.
Comparison of the Six Months Ended June 30, 2024 and 2023
|
|
Six Months Ended |
|
|
|
|
||||||
|
|
2024 |
|
|
2023 |
|
|
$ Change |
|
|||
Revenues |
|
|
|
|
|
|
|
|
|
|||
Product Revenue |
|
$ |
33,343 |
|
|
$ |
185,610 |
|
|
$ |
(152,267 |
) |
Milestone and engineering |
|
|
- |
|
|
|
39,916 |
|
|
|
(39,916 |
) |
Total Revenues |
|
|
33,343 |
|
|
|
225,526 |
|
|
|
(192,183 |
) |
|
|
|
|
|
|
|
|
|
|
|||
Costs and Expenses |
|
|
|
|
|
|
|
|
|
|||
Cost of Revenue |
|
|
70,912 |
|
|
|
1,128,064 |
|
|
|
(1,057,152 |
) |
Research, development and |
|
|
1,113,231 |
|
|
|
2,488,016 |
|
|
|
(1,374,785 |
) |
Selling, general and administrative |
|
|
2,671,489 |
|
|
|
2,770,652 |
|
|
|
(99,163 |
) |
Share-based compensation |
|
|
444,928 |
|
|
|
1,965,311 |
|
|
|
(1,520,383 |
) |
Depreciation and amortization |
|
|
39,408 |
|
|
|
50,224 |
|
|
|
(10,816 |
) |
Impairment loss |
|
|
524,481 |
|
|
|
- |
|
|
|
524,481 |
|
Total Costs and Expenses |
|
|
4,864,449 |
|
|
|
8,402,267 |
|
|
|
(3,537,818 |
) |
Loss From Operations |
|
|
(4,831,106 |
) |
|
|
(8,176,741 |
) |
|
|
3,345,635 |
|
|
|
|
|
|
|
|
|
|
|
|||
Other Income/(Expense) |
|
|
|
|
|
|
|
|
|
|||
Other Income/(Expense), net |
|
|
26,333 |
|
|
|
10,000 |
|
|
|
16,333 |
|
Warrant settlement |
|
|
(743,459 |
) |
|
|
- |
|
|
|
(743,459 |
) |
Interest Expense |
|
|
(433,635 |
) |
|
|
(1,829,913 |
) |
|
|
1,396,278 |
|
Total Other Income/(Expense) |
|
|
(1,150,761 |
) |
|
|
(1,819,913 |
) |
|
|
669,152 |
|
Income/(Loss) on Equity Method Investments |
|
|
(1,702 |
) |
|
|
(170 |
) |
|
|
(1,532 |
) |
Net (Loss)/Income |
|
$ |
(5,983,569 |
) |
|
$ |
(9,996,824 |
) |
|
$ |
4,013,255 |
|
Total Revenues. Our total revenues decreased by $192,183, or 85%, for the six months ended June 30, 2024 when compared to the same period in 2023. This is primarily due to a large customer order and engineering revenue in the prior period that was not repeated in the current period.
Cost of revenue. Cost of revenues is primarily comprised of repair and maintenance, material costs, and direct labor and overhead expenses. Our Cost of revenues decreased by $(1,057,152), or 94%, for the six months ended June 30, 2024 when compared to the same period in 2023. This decrease is primarily due to a decrease in manufacturing activities as the Company continued to focused on product and technology improvements in the current period.
20
Research, development and manufacturing operations. Research, development and manufacturing operations costs include costs incurred for product development, pre-production and production activities in our manufacturing facility. Research, development and manufacturing operations costs also include costs related to technology development. Research, development and manufacturing operations costs decreased by $1,374,785, or 55%, for the six months ended June 30, 2024 when compared to the same period in 2023. This is primarily due to a decrease in preproduction and manufacturing operations cost as the Company continued to focused on product and technology improvements in the current period.
Selling, general and administrative. Selling, general and administrative expenses decreased by $99,163, or 4% for the six months ended June 30, 2024 when compared to the same period in 2023. This decrease is primarily due to lower personnel and administrative costs incurred during the first quarter in the current period when compared to the prior period partially offset by higher personnel and administrative costs incurred during the second quarter in the current period when compared to the prior period.
Share-based compensation. Share-based compensation expense decreased by $1,520,383 or 77% for the six months ended June 30, 2024 when compared to the same period in 2023. The decrease is due to the termination of our former CEO in April 2023. This is partially offset with the Company's RSU grant to employees, directors, and advisory board in 2024.
Other Income/Expense. Other expense was $1,150,761 for the six months ended June 30, 2024, compared to other expense of $1,819,913 for the same period in 2023, a decrease of $669,152. The decrease is due primarily to a decrease in interest expense resulting from the conversions and payoff of the December 2022 convertible debt partially offset by the interest on the bridge loans and the warrant settlement expense.
Net Loss. Our Net Loss decreased by $4,013,255, or 40%, for the six months ended June 30, 2024 compared to the same period in 2023 due primarily to the items mentioned above.
Liquidity and Capital Resources
The Company currently has limited PV production at its manufacturing facility. The Company does not expect that sales revenue and cash flows will be sufficient to support operations and cash requirements until it has fully restarted its production at industrial scale and achieved desired improvements to its PV products. During the six months ended June 30, 2024 the Company used $4,846,465 in cash for operations.
Additionally, projected total revenues are not anticipated to result in a positive cash flow position for the year overall and, as of June 30, 2024, while the Company has working capital of $2,197,842., Management does not believe cash liquidity is sufficient for the next twelve months and will require additional financing.
The Company continues activities related to securing additional financing through strategic or financial investors, but there is no assurance the Company will be able to raise additional capital on acceptable terms or at all. If the Company’s revenues do not increase rapidly, and/or additional financing is not obtained, the Company will be required to significantly curtail operations to reduce costs and/or sell assets. Such actions would likely have an adverse impact on the Company's future operations.
As a result of the Company’s recurring losses from operations, and the need for additional financing to fund its operating and capital requirements, there is uncertainty regarding the Company’s ability to maintain liquidity sufficient to operate its business effectively, which raises doubt as to the Company’s ability to continue as a going concern.
Management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. These condensed financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.
Statements of Cash Flows Comparison of the Six Months Ended June 30, 2024 and 2023
For the six months ended June 30, 2024, our cash used in operations was $4,846,465 compared to $6,577,826 for the six months ended June 30, 2023, a decrease of $1,731,361. This decrease is due primarily to decreases in manufacturing activities as the Company continues to focus on product and technology improvements. For the six months ended June 30, 2024, cash used in investing activities was $0 compared to $3,849,542 used in investing activities for the six months ended June 30, 2023. This change was primarily the result of the asset acquisition in Zurich, Switzerland in the prior period. During the six months
21
ended June 30, 2024, net cash used in operations of $4,846,465 were primarily funded from 2023 and 2024 financing agreements.
Off Balance Sheet Transactions
As of June 30, 2024, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.
Smaller Reporting Company Status
We are a “smaller reporting company” meaning that the market value of our stock held by non-affiliates is less than $700 million and our annual revenue was less than $100 million during the most recently completed fiscal year. We may continue to be a smaller reporting company if either (i) the market value of our stock held by non-affiliates is less than $250 million or (ii) our annual revenue was less than $100 million during the most recently completed fiscal year and the market value of our stock held by non-affiliates is less than $700 million. As a smaller reporting company, we may rely on exemptions from certain disclosure requirements that are available to smaller reporting companies. Specifically, as a smaller reporting company we may choose to present only the two most recent fiscal years of audited financial statements in our Annual Report on Form 10-K and smaller reporting companies have reduced disclosure obligations regarding executive compensation.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Foreign Currency Exchange Risk
We hold no significant funds and have no significant future obligations denominated in foreign currencies as of June 30, 2024.
Although our reporting currency is the U.S. Dollar, we may conduct business and incur costs in the local currencies of other countries in which we may operate, make sales and buy materials. As a result, we are subject to currency translation risk. Further, changes in exchange rates between foreign currencies and the U.S. Dollar could affect our future net sales and cost of sales and could result in exchange losses.
Interest Rate Risk
Our exposure to market risks for changes in interest rates relates primarily to our cash equivalents and investment portfolio. As of June 30, 2024, our cash equivalents consisted only of operating accounts held with financial institutions. From time to time, we may hold restricted funds, money market funds, investments in U.S. government securities and high-quality corporate securities. The primary objective of our investment activities is to preserve principal and provide liquidity on demand, while at the same time maximizing the income we receive from our investments without significantly increasing risk. The direct risk to us associated with fluctuating interest rates is limited to our investment portfolio, and we do not believe a change in interest rates will have a significant impact on our financial position, results of operations, or cash flows.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms. Our disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management as appropriate to allow timely decisions regarding required disclosures. Our management conducted an evaluation required by Rules 13a-15 and 15d-15 under the Exchange Act of the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15 and 15d-15 under the Exchange Act as of June 30, 2024. Based on this evaluation, our management concluded the design and operation of our disclosure controls and procedures were effective as of June 30, 2024.
Changes in Internal Control Over Financial Reporting
22
There were no changes in internal control over financial reporting during the six months ended June 30, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
23
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
From time to time, we may become involved in legal proceedings arising in the ordinary course of our business. Except as discussed in Note 17 to the financial statements, there were no events required to be reported under Item 1 for the six months ended June 30, 2024, within Part II, Item 1 of this report.
Item 1A. Risk Factors
In addition to the information set forth in this Form 10-Q, you should carefully consider the risk factors disclosed under the heading “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2023. Except as set forth below, there have been no material changes to our risk factors from those included in our Annual Report on Form 10-K for the year ended December 31, 2023.
We may not be able to maintain our current listing for our common stock on the Nasdaq Capital Market. Failure to maintain the listing of our common stock on Nasdaq could adversely affect the liquidity of our common stock.
Our inability to maintain our current listing on Nasdaq may limit the liquidity of our stock, increase its volatility, and hinder our ability to raise capital. If our common stock is delisted by Nasdaq, our common stock may be eligible for quotation on an over-the-counter quotation system or on the pink sheets. Upon any such delisting, our common stock would become subject to the regulations of the SEC relating to the market for penny stocks. A penny stock is any equity security not traded on a national securities exchange that has a market price of less than $5.00 per share. The regulations applicable to penny stocks may severely affect the market liquidity for our common stock and could limit the ability of shareholders to sell securities in the secondary market. In such a case, an investor may find it more difficult to dispose of or obtain accurate quotations as to the market value of our common stock, and there can be no assurance that our common stock will be eligible for trading or quotation on any alternative exchanges or markets.
Delisting from Nasdaq could adversely affect our ability to raise additional financing through public or private sales of equity securities, would significantly affect the ability of investors to trade our securities and would negatively affect the value and liquidity of our common stock. Delisting could also have other negative results, including the potential loss of confidence by employees, the loss of institutional investor interest and fewer business development opportunities.
Nasdaq Listing Status
Nasdaq Bid Price Notice
On December 11, 2023, the Company received a written notice (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) indicating that the Company is not in compliance with the $1.00 Minimum Bid Price requirement set forth in Nasdaq Listing Rule 5550(a)(2) for continued listing on The Nasdaq Capital Market (the “Bid Price Requirement”).
The Notice does not result in the immediate delisting of the Company’s common stock from The Nasdaq Capital Market.
The Nasdaq Listing Rules require listed securities to maintain a minimum bid price of $1.00 per share and, based upon the closing bid price of the Company’s common stock for the 30 consecutive business days for the period October 27 through December 8, 2023, the Company no longer meets this requirement.
The Notice indicated that the Company will be provided 180 calendar days (or June 10, 2024) in which to regain compliance. If at any time during this 180 calendar day period the bid price of the Company’s common stock closes at or above $1.00 per share for a minimum of ten consecutive business days, the Nasdaq staff (the “Staff”) will provide the Company with a written confirmation of compliance and the matter will be closed.
Alternatively, if the Company fails to regain compliance with Rule 5550(a)(2) prior to the expiration of the initial 180 calendar day period, the Company may be eligible for an additional 180 calendar day compliance period, provided (i) it meets the continued listing requirement for market value of publicly held shares and all other applicable requirements for initial listing on The Nasdaq Capital Market (except for the Bid Price Requirement) and (ii) it provides written notice to Nasdaq of its
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intention to cure this deficiency during the second compliance period by effecting a reverse stock split, if necessary. In the event the Company does not regain compliance with Rule 5550(a)(2) prior to the expiration of the initial 180 calendar day period, and if it appears to the Staff that the Company will not be able to cure the deficiency, or if the Company is not otherwise eligible, the Staff will provide the Company with written notification that its securities are subject to delisting from The Nasdaq Capital Market. At that time, the Company may appeal the delisting determination to a Hearings Panel.
The Company did not evidence compliance with the Bid Price Requirement by June 10, 2024 and was not eligible for a second grace period under the Nasdaq Listing Rules. Accordingly, on June 11, 2024, the Company received formal notice from Nasdaq that the deficiency could serve as an additional basis for delisting.
At a hearing before the Nasdaq Hearings Panel on May 9, 2024, the Company addressed its plan to evidence compliance with both (i) the Nasdaq stockholders equity continued listing requirement (the “Equity Requirement”), and (ii) the Bid Price Requirement.
By decision dated June 5, 2024, the Panel granted the Company’s request for continued listing on Nasdaq subject to the Company demonstrating compliance with all applicable criteria for continued listing on The Nasdaq Capital Market by August 22, 2024.
The Company intends to monitor the closing bid price of its common stock and is considering its options to regain compliance with the Bid Price Requirement on or before August 22, 2024. There are no assurances that the Company will be able to regain compliance with the Bid Price Requirement.
Nasdaq Stockholder Equity Requirement
Nasdaq Listing Rule 5550(b)(1) requires companies listed on Nasdaq to maintain a minimum of $2,500,000 in stockholders’ equity for continued listing (the “Equity Rule”). On March 5, 2024, the Company received notice from the Staff stating that the Company is not in compliance with the Equity Rule, as, the Company reported stockholders’ equity of $(1,526,611) in its Form 10-K for the year ended December 31, 2023.
As a result, the Staff determined to delist the Company’s Common Stock from Nasdaq, unless the Company timely requested an appeal of the Staff’s determination to a Hearings Panel (the “Panel”), pursuant to the procedures set forth in the Nasdaq Listing Rule 5800 Series.
In our quarterly report on Form 10-Q for the period ended March 31, 2024, the Company reported stockholders’ equity of $(2,550,139).
The Company had a hearing on May 9, 2024 before the Panel to appeal the delisting notice and to address compliance with the Equity Rule. By decision dated June 5, 2024, the Panel granted the Company’s request for continued listing on Nasdaq subject to the Company demonstrating compliance with the Equity Rule with the filing of this Form 10-Q. In our quarterly report on Form 10-Q for the period ended June 30, 2024, the Company reported stockholders’ equity of $4,152,680.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Not applicable.
Issuer Purchases of Equity Securities
We did not repurchase any of our equity securities during the six months ended June 30, 2024.
Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. Mine Safety Disclosures
Not applicable.
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Item 5. Other Information
Rule 10b5-1 Sales Plans
Our policy governing transactions in our securities by directors, officers, and employees permits our officers, directors, and certain other persons to enter into trading plans complying with Rule 10b5-1 under the Exchange Act. Generally, under these trading plans, the individual relinquishes control over the transactions once the trading plan is put into place and can only put such plans into place while the individual is not in possession of material non-public information. Accordingly, sales under these plans may occur at any time, including possibly before, simultaneously with, or immediately after significant events involving our company.
During the six months ended June 30, 2024, none of our directors or executive officers had a
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Item 6. Exhibits
The exhibits listed on the accompanying Index to Exhibits on this Form 10-Q are filed or incorporated into this Form 10-Q by reference.
EXHIBIT INDEX
Exhibit No. |
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Description |
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1.1 |
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3.1 |
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3.2 |
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3.3 |
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3.4 |
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3.5 |
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3.6 |
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3.7 |
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3.8 |
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3.9 |
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3.10 |
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3.11 |
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3.12 |
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3.13 |
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3.14 |
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3.15 |
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3.16 |
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3.17 |
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3.18 |
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3.19 |
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3.20 |
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4.1 |
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4.2 |
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4.3 |
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4.4 |
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4.5 |
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4.6 |
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4.7 |
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4.8 |
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4.9 |
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4.10 |
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4.11 |
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4.12 |
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4.13 |
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10.1 CTR |
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10.2 CTR |
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10.3 |
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10.4 CTR |
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10.5 |
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10.6 CTR |
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10.7 |
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10.8† |
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10.9† |
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10.10† |
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10.11+ |
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10.12+ |
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10.13 |
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10.14 |
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10.15 |
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10.16 |
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10.17 |
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10.18 |
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10.19† |
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10.20†CTR |
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10.21† |
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10.22† |
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10.23 |
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10.24 |
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10.25 |
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10.26 |
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10.27 |
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10.28 |
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10.29 |
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10.30 |
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10.31 |
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10.32 |
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10.33 |
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10.34 |
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10.35 |
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10.36† |
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CEO Employment Agreement between the Company and Paul Warley dated as of May 1, 2023 |
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10.37 |
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10.38 |
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10.39 |
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10.40† |
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10.41† |
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10.42† |
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10.43 |
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10.44 |
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10.45 |
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10.46 |
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10.47 |
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31.1* |
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Chief Executive Officer Certification pursuant to section 302 of the Sarbanes-Oxley Act of 2002 |
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31.2* |
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Chief Financial Officer Certification pursuant to section 302 of the Sarbanes-Oxley Act of 2002 |
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32.1* |
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Chief Executive Officer Certification pursuant to section 906 of the Sarbanes-Oxley Act of 2002 |
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32.2* |
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Chief Financial Officer Certification pursuant to section 906 of the Sarbanes-Oxley Act of 2002 |
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101.INS |
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Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document. |
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101.SCH |
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Inline XBRL Taxonomy Extension Schema Document |
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101.CAL |
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Inline XBRL Taxonomy Extension Calculation Linkbase Document |
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101.DEF |
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Inline XBRL Taxonomy Extension Definition Linkbase Document |
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101.LAB |
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Inline XBRL Taxonomy Extension Label Linkbase Document |
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101.PRE |
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Inline XBRL Taxonomy Extension Presentation Linkbase Document |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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* |
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Filed herewith |
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CTR |
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Portions of this exhibit have been omitted pursuant to a request for confidential treatment. |
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† |
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Denotes management contract or compensatory plan or arrangement. |
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+ |
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Certain portions of the exhibit have been omitted pursuant to Rule 601(b)(10) of Regulation S-K. The omitted information is (i) not material and (ii) would likely cause competitive harm to the Company if publicly disclosed. |
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ASCENT SOLAR TECHNOLOGIES, INC.
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, thereunto duly authorized on the 6th day of August, 2024.
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August 6, 2024 |
By: |
/s/ PAUL WARLEY |
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Paul Warley Chief Executive Officer (Principal Executive Officer) |
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August 6, 2024 |
By: |
/s/ JIN JO |
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Jin Jo Chief Financial Officer (Principal Financial and Accounting Officer) |
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