UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of
earliest event reported): August 19, 2022 (
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
| (Address of principal executive offices) |
| (Registrant’s telephone number, including area code) |
Not Applicable
(Former name, former address, and former fiscal year, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| OTC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 3.02 Unregistered Sales of Equity Securities.
Closing of Private Placement Offering of Common Stock and Warrants
As previously disclosed, on August 8, 2022, Ascent Solar Technologies, Inc., a Delaware corporation (the “Company”) entered a securities purchase agreement (“SPA”) with Lucro Investments VCC-ESG Opportunities Fund (“Lucro” or “Investor”), an affiliate of Fleur Capital (S) Pte Ltd (“Fleur”), for a $5 million private placement (the “Private Placement”) of an aggregate of 943,397 shares (the “Shares”) of the Company’s common stock, $0.0001 par value per share (the “Common Stock”), and warrants exercisable for up to an additional 1,415,095 shares of Common Stock (the “Warrants”).
The Private Placement closed on August 19, 2022.
In connection with such closing, the Company (i) received $4 million of gross cash proceeds from Investor and (ii) the outstanding $1 million Bridge Promissory Note held by Investor was automatically cancelled and converted into Common Stock and Warrants in accordance with the terms of such Bridge Promissory Note. The proceeds of the Private Placement will be used for the Company’s general corporate purposes.
The Shares and Warrants were sold in units (the “Units”) at a fixed price of $5.30 per Unit. Each Unit consists of (i) one Share and (ii) Warrants exercisable for 1.5 shares of Common Stock.
Each Warrant will be exercisable for five years (until August 19, 2027) at an exercise price of $5.30 per one share of Common Stock. The holder may not exercise the Warrants to the extent that, after giving effect to such exercise, the holder would beneficially own in excess of 9.99% of the shares of Common Stock outstanding, or, at the holder’s election on not less than 61 days’ notice, 19.99%. The Warrants are exercisable for cash. If, at the time the holder exercises any Warrants, a registration statement registering the issuance of the shares of Common Stock underlying the Warrants is not then effective or available for the issuance of such shares, then the Warrants may be net exercised on a cashless basis according to a formula set forth in the Warrants.
Pursuant to the SPA, the Company has agreed to file, not later than the 60th day following the Closing, with the Securities and Exchange Commission a registration statement (the “Registration Statement”) relating to the resale by Investor of (i) all of the Shares, (ii) all of the shares of Common Stock issuable upon the exercise of the Warrants, and (iii) any other shares of Common Stock held by Investor as of the closing. The Company shall use its best efforts to cause the Registration Statement to be declared effective as promptly as possible after the filing thereof, and shall use its best efforts to keep such Registration Statement continuously effective thereafter.
Following the closing of the Private Placement, the Company expects that its shares of Common Stock will begin trading on the Nasdaq Capital Market on Wednesday August 24, 2022.
The foregoing description of the Bridge Promissory Note, the SPA and the Warrants is a summary and is qualified in its entirety by reference to the documents attached hereto as Exhibits 10.1, 10.2 and 10.3, which documents are incorporated herein by reference.
All of the securities described in this Current Report on Form 8-K were or will be offered and sold in reliance upon exemptions from registration pursuant to Section 4(a)(2) under the Securities Act of 1933, as amended (“Securities Act”), and Rule 506 of Regulation D promulgated thereunder. The offering was made to “accredited investors” (as defined by Rule 501 under the Securities Act).
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits | ||
|
Exhibit Number |
Description | ||
| 10.1 | Bridge Promissory Note dated August 3, 2022 (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed August 8, 2022) | ||
| 10.2 | Securities Purchase Agreement dated August 8, 2022 Bridge Promissory Note dated August 3, 2022 (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed August 8, 2022) | ||
| 10.3 | |||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ASCENT SOLAR TECHNOLOGIES, INC. | ||||||||
| August 19, 2022 | By: | /s/ Victor Lee | ||||||
| Name: Victor Lee | ||||||||
| Title: Chief Executive Officer | ||||||||