ASTI Ascent Solar Technologies Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported):  May 23, 2024

 

ASCENT SOLAR TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

 

Delaware		001-32919		20-3672603
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

 

12300 Grant Street
Thornton, CO	80241
(Address of principal executive offices)	(Zip Code)

 

	(720) 872-5000
	(Registrant’s telephone number, including area code)

 

Not Applicable 

(Former name, or former address, 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:

 

☐  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.0001 per share		ASTI		Nasdaq Capital Market

 

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 8.01

Other Events.

As previously disclosed, on May 16, 2024, Ascent Solar Technologies, Inc., a Delaware corporation (“we,” “us,” the “Company” or “Ascent”), 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 $0.0001 per share (the “Shares”), with an aggregate sales price of initially up to $4,219,000, from time to time, through an “at the market offering” program.

The Company has determined to increase the amount available for sale under the ATM Agreement, up to an additional aggregate offering price of $4,344,000.

The Shares will be issued pursuant to our shelf registration statement on Form S-3 (File No. 333-267971) initially filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) on October 21, 2022 and declared effective by the SEC on November 7, 2022, and a related prospectus supplement (the “Prospectus Supplement”), dated May 23, 2024, and the accompanying prospectus filed with the SEC on the date hereof in connection with the offer and sale of the Shares.

Because there is no minimum offering amount required pursuant to the ATM Agreement, the total number of Shares to be sold under the ATM agreement, if any, and proceeds to the Company, if any, are not determinable at this time. The Company expects to use any net proceeds primarily for general and administrative expenses and other general corporate purposes. The Company’s management will have significant discretion and flexibility in applying the net proceeds from the sale of these securities.

This Current Report does not constitute an offer to sell or the solicitation of an offer to buy any security nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

Attached hereto as Exhibit 5.1, and incorporated by reference to the Prospectus Supplement, is the opinion of Carroll Legal LLC relating to the legality of the issuance and sale of the Shares.

Since May 16, 2024, the Company has sold 24,332,693 shares of common stock under the ATM Agreement for gross proceeds of approximately $4,216,209. The Company’s current outstanding shares of common stock are 65,394,126 as of May 23, 2024.

 

Item 9.01. Financial Statements and Exhibits.

(d)	Exhibits
	Exhibit Number		Description
	5.1		Opinion of Carrol Legal LLC, dated May 23, 2024
	23.1		Consent of Carroll Legal LLC (included in Exhibit 5.1)
	104		Cover Page Interactive Data File - the cover page iXBRL tags are 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.
May 23, 2024						By:		/s/ Jin Jo
								Name: Jin Jo
								Title: Chief Financial Officer

 

 

 

Exhibit 5.1

 

CARROLL LEGAL LLC

1449 Wynkoop Street

Suite 507

Denver, CO 80202

 

May 23, 2024

 

Ascent Solar Technologies, Inc.

12300 Grant Street

Thornton, Colorado 80241

 

Re: At-The-Market Offering pursuant to Registration Statement on Form S-3

 

Ladies and Gentlemen:

 

We have acted as counsel to Ascent Solar Technologies, Inc., a Delaware corporation (the “Company”), in connection with the sale through H.C. Wainwright & Co., LLC (the “Manager”), as the sales agent, from time to time by the Company of shares of the common stock of the Company, par value $0.0001 per share (the “Common Stock”), having an aggregate offering price of up to $4,344,000 (the “Shares”), to be issued pursuant to a registration statement on Form S-3 initially filed by the Company with the Securities and Exchange Commission (the “Commission”) on October 21, 2022 (File No. 333-267971) (as amended, the “Registration Statement”), the base prospectus, dated November 7, 2022, included in the Registration Statement (the “Base Prospectus”) and a prospectus supplement, dated May 23, 2024, filed with the Commission pursuant to Rule 424(b) of the Securities Act of 1933, as amended (the “Act”) (the “Prospectus Supplement” and together with the Base Prospectus, the “Prospectus”), and that certain At The Market Offering Agreement, dated as of May 16, 2024, by and between the Company and the Manager (the “Offering Agreement”).

 

This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or the Prospectus, other than as expressly stated herein with respect to the issue of the Shares.

 

You have requested our opinion as to the matters set forth below in connection with the Registration Statement and the Offering Agreement. For purposes of rendering the opinion set forth below, we have examined such documents and reviewed such questions of law as we have considered necessary and appropriate for the purposes of our opinion including (i) the Registration Statement, including the exhibits filed therewith, (ii) the Base Prospectus, (iii) the Prospectus Supplement, (iv) the Company’s amended and restated certificate of incorporation, as amended (the “Certificate of Incorporation”), (v) the Company’s second amended and restated bylaws, as amended, (vi) the Offering Agreement, and (vii) the corporate resolutions and other actions of the Company that authorize and provide for the filing of the Prospectus Supplement and the issuance of the Shares pursuant thereto and the Offering Agreement, and we have made such other investigation as we have deemed appropriate. We have not independently established any of the facts so relied on.

 

For purposes of this opinion letter, we have assumed the accuracy and completeness of each document submitted to us, the genuineness of all signatures on original documents, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as facsimile, electronic, certified, conformed or photostatic copies thereof, and the due execution and delivery of all documents where due execution and delivery are prerequisites to the effectiveness thereof. We have further assumed the legal capacity of natural persons, that persons identified to us as officers of the Company are actually serving in such capacity, that the representations of officers and employees of the Company are correct as to questions of fact, that the board of directors will have taken all action necessary to set the issuance price of the Shares to be offered and sold and that each party to the documents we have examined or relied on (other than the Company) has the power, corporate or other, to enter into and perform all obligations thereunder and also have assumed the due authorization by all requisite action, corporate or other, the execution and delivery by such parties of such documents, and the validity and binding effect thereof on such parties. We have not independently verified any of these assumptions.

 

The opinions expressed in this opinion letter are limited to the General Corporation Law of the State of Delaware (the “DGCL”) and the applicable statutory provisions of the Delaware Constitution and the reported judicial decisions interpreting such statute and provisions and, solely in connection with the opinion given below. We are not opining on, and we assume no responsibility for, the applicability to or effect on any of the matters covered herein of (a) any other laws; (b) the laws of any other jurisdiction; or (c) the laws of any county, municipality or other political subdivision or local governmental agency or authority.

 

Based on the foregoing and in reliance thereon, and subject to the assumptions, qualifications, limitations and exceptions set forth below, we are of the opinion that:

 

1.

The Shares have been duly authorized by all requisite corporate action on the part of the Company, and when the Shares are issued and paid for as described in the Prospectus in accordance with the terms of the Offering Agreement, the Shares will be validly issued, fully paid and non-assessable.

 

In rendering the foregoing opinion, we have assumed that (i) the Company will comply with all applicable notice requirements regarding uncertificated shares provided in the DGCL and (ii) upon the issue of any of the Shares, the total number of shares of Common Stock issued and outstanding will not exceed the total number of shares of Common Stock that the Company is then authorized to issue under its Certificate of Incorporation.

 

We hereby consent to the filing of this opinion with the Commission as Exhibit 5.1 to the Company’s Current Report on Form 8-K being filed on the date hereof and incorporated by reference in the Prospectus. We also hereby consent to the reference to our firm under the heading “Legal Matters” in the Prospectus and in each case in any amendment or supplement thereto. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 and Section 11 of the Act, or the rules and regulations of the Commission promulgated thereunder, nor do we admit that we are experts with respect to any part of the Prospectus within the meaning of the term “expert” as used in the Act or the related rules and regulations of the Commission promulgated thereunder.

 

Yours truly,

 

 

CARROLL LEGAL LLC

 

By: /s/ James H. Carroll

Name: James H. Carroll

Title: Managing Member

v3.24.1.1.u2

Cover	May 23, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 23, 2024
Entity File Number	001-32919
Entity Registrant Name	ASCENT SOLAR TECHNOLOGIES, INC.
Entity Central Index Key	0001350102
Entity Tax Identification Number	20-3672603
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	12300 Grant Street
Entity Address, City or Town	Thornton
Entity Address, State or Province	CO
Entity Address, Postal Zip Code	80241
City Area Code	(720)
Local Phone Number	872-5000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common
Trading Symbol	ASTI
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false

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