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): December 15, 2023 (
(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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| |
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 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
On December 11, 2023, Ascent Solar Technologies, Inc. (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 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 intends to monitor the closing bid price of its common stock and is considering its options to regain compliance with the Bid Price Requirement. The Company’s receipt of the Notice does not affect the Company’s reporting requirements with the Securities and Exchange Commission.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As described below, the Company held its 2023 Annual Meeting of Stockholders on December 14, 2023. At the Annual Meeting, the Company’s stockholders approved the Company’s 2023 Equity Incentive Plan. The 2023 Plan became effective immediately upon stockholder approval at the Annual Meeting.
A summary of the material terms of the 2023 Plan is set forth in the Company’s definitive proxy statement on Schedule 14A for the Annual Meeting filed with the U.S. Securities and Exchange Commission on October 23, 2023 (the “Proxy Statement”). The summaries of the 2023 Plan set forth in the Proxy Statement are qualified in their entirety by reference to the full text of the 2023 Plan, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K, and incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On December 5, 2023, the Company convened its 2023 Annual Meeting of Stockholders. At the Annual Meeting, there was not a sufficient number of shares of the Company’s common stock present or represented by proxy in order to a constitute quorum. The Company adjourned the Annual Meeting without the transaction of any business. On December 14, 2023, the Company reconvened the Annual Meeting.
The matters voted upon at the Annual Meeting and the results of such voting are set forth below.
Proposal 1 - Election of two Class A directors to serve a three year term ending in 2026, two Class B directors to serve a two year term ending in 2025 and one Class C director to serve a one year term ending in 2024, in each case until their respective successors are duly elected and qualified.
| Nominee | Votes For | Against | Abstain | Broker Non-Votes | ||||||||||||
| Forrest Reynolds (Class A) | 291,524 | 26,624 | 200,864 | 463,841 | ||||||||||||
| Louis Berezovsky (Class A) | 291,571 | 26,581 | 200,860 | 463,841 | ||||||||||||
| Gregory Thompson (Class B) | 291,551 | 26,602 | 200,859 | 463,841 | ||||||||||||
| Paul Warley (Class B) | 266,569 | 26,578 | 225,865 | 463,841 | ||||||||||||
| David Peterson (Class A) | 291,655 | 26,497 | 200,860 | 463,841 | ||||||||||||
All five director nominees were duly elected.
Proposal 2 - Ratification of appointment of independent registered accounting firm – Haynie & Company
| Votes For | Votes Against | Abstain | Broker Non-Votes | |||||||||||
| 726,173 | 54,913 | 201,767 | 0 | |||||||||||
Proposal 2 was approved.
Proposal 3 – Approval of the Company’s 2023 Equity Incentive Plan
| Votes For | Votes Against | Abstain | Broker Non-Votes | |||||||||||
| 272,295 | 46,463 | 200,254 | 463,841 | |||||||||||
Proposal 3 was approved.
Proposal 4 – Approval, on an advisory basis, the compensation of the Company’s Named Executive Officers
| Votes For | Votes Against | Abstain | Broker Non-Votes | |||||||||||
| 270,983 | 47,354 | 200,675 | 463,841 | |||||||||||
Proposal 4 was approved.
Proposal 5 – Advisory vote on the frequency of holding the vote on the compensation of the Company’s Named Executive Officers
| One Year | Two Years | Three Years | Abstain | Broker Non-Votes | ||||||
| 284,595 | 707 | 10,911 | 222,799 | 463,841 | ||||||
One year frequency was approved by the stockholders.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits | ||
|
Exhibit Number |
Description | ||
| 10.1 | |||
| 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. | ||||||||
| December 15, 2023 | By: | /s/ Jin Jo | ||||||
| Name: Jin Jo | ||||||||
| Title: Chief Financial Officer | ||||||||