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): March 7, 2024 (
(Exact name of registrant as specified in its charter)
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Not Applicable
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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:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01. Entry Into a Material Definitive Agreement.
Warrant Repurchase Agreements
As previously disclosed, on December 19, 2022, Ascent Solar Technologies, Inc. (the “Company”) entered into a Securities Purchase Contract (the “Purchase Contract”) with two institutional investors (the “Investors”). Pursuant to the Purchase Contract, the Company issued to the Investors certain common stock warrants (the “Warrants”).
The Warrants have certain “full ratchet” anti-dilution adjustments that are triggered when the Company issues securities with a purchase or conversion, exercise or exchange price that is less than the exercise price of the Warrants then in effect at any time. Under the full ratchet anti-dilution adjustments, if the Company issues new securities at a price lower than the then applicable exercise price, (i) the exercise price is reduced to the lower new issue price and (ii) the number of warrant shares is proportionately increased. The Warrants have been previously adjusted following past issuances of Company securities. Currently there are 5,596,232 Warrants exercisable at an exercise price of $1.765.
On March 6, 2024 and March 7, 2024, the Company entered into Warrant Repurchase Agreements (the “Repurchase Agreements”), with each of the Investors. Pursuant to the Repurchase Agreements, if the Company closes a new capital raising transaction with gross proceeds in excess of $5 million (“Qualified Financing”), the Company will repurchase the Warrants from the Investors for an aggregate purchase price of $3.6 million. Following the delivery of the purchase price to the Investors, the Investors will relinquish all rights, title and interest in the Warrants and assign the same to the Company, and the Warrants will be cancelled.
So long as the Repurchase Agreements are in effect, the Investors have agreed not to directly or indirectly sell or assign the Warrants. The Investors retain the right to exercise the warrants at the current exercise price (currently $1.765 per share) at any time prior to the completion of the Qualified Financing. In the case of any such exercise, the $3.6 million aggregate repurchase price will be reduced on a pro-rata percentage basis.
If the closing under the Repurchase Agreements has not occurred by April 12, 2024, then, at the election of either the Company or the Investors, by written notice to the other, the Repurchase Agreements may be terminated. In the event of any termination of the Repurchase Agreements, the Warrants shall remain outstanding with all existing terms unchanged.
The Company believes that repurchasing the Warrants, and thereby avoiding potential future full ratchet adjustments of the Warrants, will bring more certainty to the Company’s capital structure. The Company believes this certainty will assist the Company in raising additional capital in the future.
The foregoing description of the Repurchase Agreements is a summary and is qualified in its entirety by reference to the document, which is attached hereto as Exhibits 10.1 and 10.2.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits | ||
|
Exhibit Number |
Description | ||
| 10.1 | Warrant Repurchase Agreement dated March 6, 2024 | ||
| 10.2 | Warrant Repurchase Agreement dated March 7, 2024 | ||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ASCENT SOLAR TECHNOLOGIES, INC. | ||||||||
| March 7, 2024 | By: | /s/ Jin Jo | ||||||
| Name: Jin Jo | ||||||||
| Title: Chief Financial Officer | ||||||||