UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Ascent
Solar Technologies, Inc.
(Name of Issuer)
Common Stock, Par Value
$0.0001
(Title of Class of Securities)
043635606
(CUSIP Number)
Arion Agrophotovoltaic Private Limited
8, Temasek Boulevard, Suntec Tower 3
#29-03A, Singapore 038988.
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
April 6, 2023
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 1(f) or 1(g), check the following box. [ ]
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
(Continued on following pages)
(Page 1 of 8 pages)
SCHEDULE 13D
| CUSIP No. 043635606 | Page 2 of 8 pages |
| 1 | NAMES OF REPORTING PERSONS. ARION AGROPHOTOVOLTAIC PRIVATE LIMITED |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X] (b) [ ] |
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS (see instructions) NOT APPLICABLE |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION SINGAPORE |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER 5,000,000 Common Shares (See Item 5) |
| 8 | SHARED VOTING POWER 0 Common Shares | |
| 9 | SOLE DISPOSITIVE POWER 5,000,000 Common Shares (See Item 5) | |
| 10 | SHARED DISPOSITIVE POWER 0 Common Shares |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PARTY 5,000,000 Common Shares |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.54%(1) |
| 14 | TYPE OF REPORTING PERSON* CO |
(1) Percentage calculated based on 36,928,917 Common Shares issued and outstanding as of March 10, 2023 reported in the Issuer’s Annual Report on Form 10-K filed on March 10, 2023.
SCHEDULE 13D
| CUSIP No. 043635606 | Page 3 of 8 pages |
| 1 | NAMES OF REPORTING PERSONS. JOHANNES KUHN |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X] (b) [_] |
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS (see instructions) NOT APPLICABLE |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION GERMANY |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER 5,000,000 Common Shares (1) (See Item 5) |
| 8 | SHARED VOTING POWER 0 Common Shares | |
| 9 | SOLE DISPOSITIVE POWER 5,000,000 Common Shares (1) (See Item 5) | |
| 10 | SHARED DISPOSITIVE POWER 0 Common Shares |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PARTY 5,000,000 Common Shares (1) |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.54%(2) |
| 14 | TYPE OF REPORTING PERSON* IN |
(1) Mr. Johannes Kuhn is the substantial majority beneficial owner of Arion Agrivoltaics.
(2) Percentage calculated based on 36,928,917 Common Shares issued and outstanding as of March 10, 2023 reported in the Issuer’s Annual Report on Form 10-K filed on March 10, 2023.
SCHEDULE 13D
| CUSIP No. 043635606 | Page 4 of 8 pages |
| 1 | NAMES OF REPORTING PERSONS. UTE KUHN |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X] (b) [_] |
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS (see instructions) NOT APPLICABLE |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION GERMANY |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER 5,000,000 Common Shares(1) (See Item 5) |
| 8 | SHARED VOTING POWER 0 Common Shares | |
| 9 | SOLE DISPOSITIVE POWER 5,000,000 Common Shares(1) (See Item 5) | |
| 10 | SHARED DISPOSITIVE POWER 0 Common Shares |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PARTY 5,000,000 Common Shares(1) |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.54%(2) |
| 14 | TYPE OF REPORTING PERSON* IN |
(1) Mrs. Ute Kuhn is the substantial majority beneficial owner of Arion Agrivoltaics.
(2) Percentage calculated based on 36,928,917 Common Shares issued and outstanding as of March 10, 2023 reported in the Issuer’s Annual Report on Form 10-K filed on March 10, 2023.
SCHEDULE 13D
| CUSIP No. 043635606 | Page 5 of 8 pages |
| Item 1. | Security and Issuer. |
This Schedule 13D is filed by the Reporting Persons (as defined below) and relates to shares of the common stock, par value $0.0001 per share (“Common Shares”), CUSIP 043635606, of Ascent Solar Technologies, Inc., a Delaware corporation (“Issuer”). The principal executive offices of the Issuer are located at 12300 Grant Street, Thornton, Colorado 80241. The Issuer’s Common Shares are listed on Nasdaq under the symbol “ASTI”.
| Item 2. | Identity and Background. |
(a)-(c) Pursuant to Rule 13d-1(a) of Regulation 13D-G of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the Boulevard“Act”), this Schedule 13D is filed by Arion Agrophotovoltaic Private Limited, a Singapore private company (“Arion”), Mr. Johannes Kuhn, a citizen of Germany, and Ms. Ute Kuhn, a citizen of Germany (together, the “Reporting Persons”). Arion is mainly engaged in the business of manufacturing photovoltaic solar cells. Mr. Kuhn and Ms. Kuhn are mainly engaged in the investment business.
The business address of Arion is 8, Temasek Boulevard, Suntec Boulevard Tower 3, #29-03A, Singapore 038988
The business address of Mr. Kuhn and Ms. Kuhn is Boulevard 70-72 Muehlenweg, L-2155 Luxembourg.
(d) and (e) During the last five years, neither of the Reporting Persons nor Tan Keng Tiong, CEO of Arion, has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) The name, business address, present principal occupation or employment and citizenship of each director and executive officer of Arion is set forth below:
| Name | Offices Held | Citizenship | Address |
| Johannes Kuhn | Shareholder (90%) | German |
Eibenweg 14, 4310 Rheinfelden, Switzerland |
| Tan Keng Tiong |
Shareholder (10%) Director and CEO |
Malaysian |
45, North Canal Road, #01-01 Lew Building Singapore 059301 |
| Leo Hee Kiang | General Manager | Singapore |
8, Temasek Boulevard Suntec Tower 3, #29-03A, Singapore 038988 |
| Chow Siew Meng | Regional Manager – Business Development | Singapore |
8, Temasek Boulevard Suntec Tower 3, #29-03A, Singapore 038988 |
| Item 3. | Source and Amount of Funds or Other Consideration. |
Item 3 is amended and restated in its entirety as follows as of the date of this Amendment:
On February 3, 2023, BD1 Investment Holding, LLC (“BD1”) transferred 500,000 Issuer common shares to Arion. BD1 is beneficially owned by Mr Kuhn and Ms. Kuhn.
On April 6, 2023, BD1 transferred 4,500,000 Issuer common shares to Arion. These transfers to Arion were made for a consideration other than cash in order to purchase shares in Arion. Arion is 90% beneficially owned by Mr. Kuhn and Ms. Kuhn.
This Schedule 13D does not include information about the Issuer’s common shares that continue to be owned by BD1. That information is separately reported on the Schedule 13D (as amended) filed by BD1.
SCHEDULE 13D
| CUSIP No. 043635606 | Page 6 of 8 pages |
| Item 4. | Purpose of Transaction. |
The information set forth in or incorporated by reference in Item 3 of this Schedule 13D is incorporated by reference in its entirety into this Item 4.
As of the date of this Schedule 13D and except as set forth herein, the Reporting Persons have no plans, proposals or negotiations that relate to or would result in any of the matters set forth within (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons intend to review their investment in the Issuer on a continuing basis and, depending on various factors including, without limitation, the Issuer’s financial position, the price levels of the outstanding Common Shares, conditions in the securities market and general economic and industry conditions, the Reporting Persons may, in the future, take such actions with respect to the Common Shares owned by them including, without limitation, engaging in communications with management and the board of the Issuer, engaging in discussions with stockholders of the Issuer or other third parties about the Issuer and the Reporting Persons’ investment, making recommendations or proposals to the Issuer concerning changes to the capitalization, ownership structure, board structure (including board composition), purchasing additional Common Shares, selling some or all of their Common Shares, or taking any other action with respect to the Issuer or any of its securities in any manner permitted by law or otherwise changing its intention with respect to any and all matters referred to in paragraphs (a) through (j) of Item 4.
| Item 5. | Interest in Securities of the Issuer. |
(a)-(b) The following information with respect to the ownership of Common Shares by the Reporting Persons filing this statement on Schedule 13D/A is provided as of the date of this filing:
| Reporting Persons | Common Shares Held Directly | Shared Voting Power | Shared Dispositive Power | Beneficial Ownership | Percentage Owned(1) | |||||||||||||||
| Arion Agrophotovoltaic Private Limited | 5,000,000 | 0 | 0 | 5,000,000 | 13.54 | % | ||||||||||||||
| Johannes and Ute Kuhn | 5,000,000 | 5,000,000 | 13.54 | % | ||||||||||||||||
(1) Percentage calculated based on 36,928,917 Common Shares issued and outstanding as of March 10, 2023, as reported in the Issuer’s Annual Report on Form 10-K filed on March 10, 2023.
(c) Except as set forth below, to the knowledge of the Reporting Persons with respect to the persons named in response to Item 5(a)-(b), none of the persons named in response to Item 5(a)-(b) has effected any transactions in the Common Shares during the past 60 days.
On March 17, 2023, BD1 (which is beneficially owned by Mr. Kuhn and Ms. Kuhn) disposed of 3,000,000 shares of Common Stock of the Issuer to make a payment under an existing and outstanding promissory note.
(d) Except as disclosed in this Schedule 13D, no person is known to the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any Common Shares except for Arion.
(e) Not applicable.
SCHEDULE 13D
| CUSIP No. 043635606 | Page 7 of 8 pages |
| Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. |
Arion is 90% beneficially owned by Mr. Kuhn and Ms. Kuhn.
| Item 7. | Materials to be Filed as Exhibits. |
Exhibit 99.1 Joint Filing Agreement among the Reporting Persons
Exhibit 99.2 Power of Attorney for Johannes Kuhn
Exhibit 99.3 Power of Attorney for Ute Kuhn
Exhibit 99.4 Power of Attorney for Arion
SCHEDULE 13D
| CUSIP No. 043635606 | Page 8 of 8 pages |
SIGNATURE
After reasonable inquiry, to the best of my knowledge and belief, I certify that the information set forth in this Schedule 13D/A is true, complete and correct.
| Date: April 17, 2023 | ARION AGROPHOTOVOLTAIC PRIVATE LIMITED | |
| By: | /s/ James H. Carroll | |
Name: Title: |
James H. Carroll Attorney-in fact | |
| Date: April 17, 2023 | /s/ James H. Carroll, attorney-in-fact |
| Johannes Kuhn |
| Date: April 17, 2023 | /s/ James H. Carroll, attorney-in-fact |
| Ute Kuhn |
Exhibit 99.1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, $0.0001 par value, of Ascent Solar Technologies, Inc. Each of the undersigned acknowledges that each shall be responsible for the timely filing of any statement (including amendments) on Schedule 13D, and for the completeness and accuracy of the information concerning him, her or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other persons making such filings, except to the extent that he, she or it knows or has reason to believe that such information is inaccurate.
IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement on the dates set forth below.
ARION AGROPHOTOVOLTAIC PRIVATE LIMITED
| /s/ Tan Keng Tiong | Date: April 17, 2023 | ||
| Name: Tan Keng Tiong | |||
Title: Director and CEO |
|||
| /s/ James H. Carroll | Date: April 17, 2023 | ||
Johannes Kuhn by James H. Carroll attorney-in-fact |
|||
| /s/ James H. Carroll | Date: April 17, 2023 | ||
Ute Kuhn by James H. Carroll attorney-in-fact |
|||
Exhibit 99.2
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby constitutes and appoints James H. Carroll, individually, as the undersigned’s true and lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned, in the undersigned’s capacity as a beneficial owner of securities of Ascent Solar Technologies, Inc. (the “Company”), (i) all reports on Forms 3, 4 and 5 and any other forms required to be filed in accordance with Section 16(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) and the rules promulgated thereunder (a “Section 16 Form”), and (ii) all forms and schedules in accordance with Section 13(d) of the Exchange Act and the rules promulgated thereunder, including all amendments thereto (a “Section 13 Schedule”, and, together with Section 16 Forms, the “Forms and Schedules”);
(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Forms and Schedules, complete and execute any amendment or amendments thereto, and timely file such Forms and Schedules with the United States Securities and Exchange Commission and any stock exchange or similar authority; and
(3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as he may approve in his or discretion.
The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that each such attorney-in-fact, or his or her substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that each such attorney-in-fact is serving in such capacity at the request of the undersigned, and is not assuming any of the undersigned’s responsibilities to comply with Section 13 or Section 16 of the Exchange Act.
The Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file any Forms and Schedules with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to each such attorney-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 20th day of March 2023.
By: /s/ Johannes Kuhn
Johannes Kuhn
Exhibit 99.3
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby constitutes and appoints James H. Carroll, individually, as the undersigned’s true and lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned, in the undersigned’s capacity as a beneficial owner of securities of Ascent Solar Technologies, Inc. (the “Company”), (i) all reports on Forms 3, 4 and 5 and any other forms required to be filed in accordance with Section 16(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) and the rules promulgated thereunder (a “Section 16 Form”), and (ii) all forms and schedules in accordance with Section 13(d) of the Exchange Act and the rules promulgated thereunder, including all amendments thereto (a “Section 13 Schedule”, and, together with Section 16 Forms, the “Forms and Schedules”);
(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Forms and Schedules, complete and execute any amendment or amendments thereto, and timely file such Forms and Schedules with the United States Securities and Exchange Commission and any stock exchange or similar authority; and
(3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as he may approve in his or discretion.
The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that each such attorney-in-fact, or his or her substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that each such attorney-in-fact is serving in such capacity at the request of the undersigned, and is not assuming any of the undersigned’s responsibilities to comply with Section 13 or Section 16 of the Exchange Act.
The Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file any Forms and Schedules with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to each such attorney-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 20th day of March 2023.
By: /s/ Ute Kuhn
Ute Kuhn
Exhibit 99.4
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby constitutes and appoints James H. Carroll, individually, as the undersigned’s true and lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned, in the undersigned’s capacity as a beneficial owner of securities of Ascent Solar Technologies, Inc. (the “Company”), (i) all reports on Forms 3, 4 and 5 and any other forms required to be filed in accordance with Section 16(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) and the rules promulgated thereunder (a “Section 16 Form”), and (ii) all forms and schedules in accordance with Section 13(d) of the Exchange Act and the rules promulgated thereunder, including all amendments thereto (a “Section 13 Schedule”, and, together with Section 16 Forms, the “Forms and Schedules”);
(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Forms and Schedules, complete and execute any amendment or amendments thereto, and timely file such Forms and Schedules with the United States Securities and Exchange Commission and any stock exchange or similar authority; and
(3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as he may approve in his or discretion.
The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that each such attorney-in-fact, or his or her substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that each such attorney-in-fact is serving in such capacity at the request of the undersigned, and is not assuming any of the undersigned’s responsibilities to comply with Section 13 or Section 16 of the Exchange Act.
The Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file any Forms and Schedules with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to each such attorney-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 10th day of April 2023.
Arion Agrophotovoltaic Private Limited
By: /s/ Tan Keng Tiong
Name: Tan Keng Tiong
Title: Director and CEO