UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Amendment No. 1)
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)
043635408
(CUSIP Number)
BD1 Investment Holding, LLC
1675 South State Street, Suite B
Dover, DE 19901
310-266-3528
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
December 18, 2020
(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)
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SCHEDULE 13D
| CUSIP No. 043635408 | Page 2 of 8 pages |
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NAMES OF REPORTING PERSONS. BD 1 INVESTMENT HOLDING, LLC
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
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3 |
SEC USE ONLY
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SOURCE OF FUNDS (see instructions) WC
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
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CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE, USA |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER 105,000,000,000 Common Shares(1) (See Item 5) |
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SHARED VOTING POWER 0 Common Shares |
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SOLE DISPOSITIVE POWER 105,000,000,000 Common Shares(1) (See Item 5) |
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SHARED DISPOSITIVE POWER 0 Common Shares |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PARTY 105,000,000,000 Common Shares(1) |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨ |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 85.29%(2) |
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TYPE OF REPORTING PERSON* CO |
(1) On September 25, 2020, BD 1 Investment Holding, LLC (“BD1”) purchased from seven original noteholders unsecured promissory notes issued by the Issuer from January 2017 through May 2020 (“Original Notes”). Certain of the Original Notes were convertible into the Issuer’s Common Shares subject to provisions limiting the holder’s ability to own more than 4.99% of the outstanding Common Shares. On December 18, 2020, BD1 and the Issuer entered into a securities exchange agreement (the “Exchange Agreement”) pursuant to which the Issuer issued to BD1 two unsecured convertible promissory notes with principal amounts of $10,340,000 and $160,000 (together, the “Exchange Notes”) solely in exchange for the Original Notes without the payment of any additional consideration. The Exchange Notes are convertible at any time until the Exchange Notes are fully paid into 105,000,000,000 Common Shares at a fixed conversion price equal to $0.0001 per share. The Common Shares have registration rights granted by the Issuer pursuant to the Exchange Agreement.
(2) Percentage calculated based on 18,102,583,471 Common Shares issued and outstanding as of January 29, 2021 as reported by the Issuer’s Form 10-K filed on January 29, 2021, and 105,000,000,000 Common Shares issuable upon conversion of the Exchange Notes.
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SCHEDULE 13D
| CUSIP No. 043635408 | Page 3 of 8 pages |
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NAMES OF REPORTING PERSONS. JOHANNES KUHN
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
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SEC USE ONLY
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SOURCE OF FUNDS (see instructions) WC
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
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CITIZENSHIP OR PLACE OF ORGANIZATION GERMANY |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER 105,000,000,000 Common Shares(1) (See Item 5) |
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SHARED VOTING POWER 0 Common Shares |
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SOLE DISPOSITIVE POWER 105,000,000,000 Common Shares(1) (See Item 5) |
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SHARED DISPOSITIVE POWER 0 Common Shares |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PARTY 105,000,000,000 Common Shares(1) |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨ |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 85.29%(2) |
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TYPE OF REPORTING PERSON* IN |
(1) Mr. Johannes Kuhn is the 100% indirect beneficial owner of BD1. BD1 holds the Exchange Notes which are convertible into 105,000,000,000 Common Shares of the Issuer.
(2) Percentage calculated based on 18,102,583,471 Common Shares issued and outstanding as of January 29, 2021 as reported by the Issuer’s Form 10-K filed on January 29, 2021, and 105,000,000,000 Common Shares issuable upon conversion of the Exchange Notes.
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SCHEDULE 13D
| CUSIP No. 043635408 | Page 4 of 8 pages |
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NAMES OF REPORTING PERSONS. UTE KUHN
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
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3 |
SEC USE ONLY
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4 |
SOURCE OF FUNDS (see instructions) WC
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5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
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6 |
CITIZENSHIP OR PLACE OF ORGANIZATION GERMANY |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER 105,000,000,000 Common Shares(1) (See Item 5) |
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8 |
SHARED VOTING POWER 0 Common Shares |
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SOLE DISPOSITIVE POWER 105,000,000,000 Common Shares(1) (See Item 5) |
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SHARED DISPOSITIVE POWER 0 Common Shares |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PARTY 105,000,000,000 Common Shares(1) |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨ |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 85.29%(2) |
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TYPE OF REPORTING PERSON* IN |
(1) Mrs. Ute Kuhn is the 100% indirect beneficial owner of BD1. BD1 holds the Exchange Notes which are convertible into 105,000,000,000 Common Shares of the Issuer.
(2) Percentage calculated based on 18,102,583,471 Common Shares issued and outstanding as of January 29, 2021 as reported by the Issuer’s Form 10-K filed on January 29, 2021, and 105,000,000,000 Common Shares issuable upon conversion of the Exchange Notes.
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SCHEDULE 13D
| CUSIP No. 043635408 | Page 5 of 8 pages |
Background. The undersigned hereby file this Amendment No. 1 (the “Amendment”) to the Schedule 13D (“Schedule 13D”) filed by the Reporting Persons (as defined below) on December 29, 2020. Only those Items amended below are reported herein.
| Item 2. | Identity and Background. |
Item 2 is amended and restated in its entirety as follows as of the date of this Amendment:
(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 “Act”), this Schedule 13D/A is filed by BD 1 Investment Holding, LLC, a Delaware limited liability company (“BD1”), Mr. Johannes Kuhn, a citizen of Germany, and Mrs. Ute Kuhn, a citizen of Germany and the spouse of Mr. Kuhn (together, the “Reporting Persons”). The Reporting Persons are mainly engaged in the investment business.
The business address of BD1 is 1675 South State Street, Suite B, Dover, Kent County, Delaware 19901. The business address of Mr. and Mrs. Kuhn is 70-72 Muehlenweg, L-2155 Luxembourg.
(d) and (e) During the last five years, neither of the Reporting Persons nor Todd Steadman, Manager of BD1, 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 BD1 is Todd Steadman, Manager of BD1, with a business address of 1675 South State Street, Suite B, Dover, DE 19901. Mr. Steadman is a citizen of the United States. Mr. and Mrs. Kuhn are citizens of Germany.
| 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 September 25, 2020, BD1 purchased from seven original noteholders unsecured promissory notes issued by the Issuer from January 2017 through May 2020 (“Original Notes”). Certain of the Original Notes were convertible into the Issuer’s Common Shares subject to provisions limiting the holder’s ability to own more than 4.99% of the outstanding Common Shares. On December 18, 2020, BD1 and the Issuer entered into a securities exchange agreement (the “Exchange Agreement”) pursuant to which the Issuer issued to BD1 two unsecured convertible promissory notes with principal amounts of $10,340,000 and $160,000 (together, the “Exchange Notes”) solely in exchange for the Original Notes without the payment of any additional consideration. The Exchange Notes will mature on December 18, 2025. BD1 has the option to convert all or a portion of the amounts outstanding under the Exchange Notes into Common Shares at a conversion price of $0.0001 per share. BD1 has not converted any portion of the Exchange Notes. The Reporting Persons do not own any other Common Shares.
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SCHEDULE 13D
| CUSIP No. 043635408 | Page 6 of 8 pages |
The source of funds used by BD1 to acquire the Original Notes was its working capital, provided indirectly by Mr. and Mrs. Kuhn through BD Vermögensverwaltung GmbH, a German private limited company. BD1 is 100% owned by BD Vermögensverwaltung GmbH; BD Vermögensverwaltung GmbH is 100% owned by Solar Invest International SE, a European company with its registered office in Luxembourg; Mr. and Mrs. Kuhn are the beneficial owners and members of the board of directors of Solar Invest International SE.
The information set forth in or incorporated by reference in Item 5 of this Schedule 13D/A is incorporated by reference in its entirety into this Item 3.
| Item 5. | Interest in Securities of the Issuer. |
Item 5 is amended and restated in its entirety as follows as of the date of this Amendment:
(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) | |||||||||||||||
| BD 1 Investment Holding, LLC | 105,000,000,000 | 0 | 0 | 105,000,000,000 | 85.29 | % | ||||||||||||||
| Johannes Kuhn | 105,000,000,000 | 0 | 0 | 105,000,000,000 | 85.29 | % | ||||||||||||||
| Ute Kuhn | 105,000,000,000 | 0 | 0 | 105,000,000,000 | 85.29 | % | ||||||||||||||
____________________________
(1) Percentage calculated based on 18,102,583,471 Common Shares issued and outstanding as of January 29, 2021 as reported by the Issuer’s Form 10-K filed on January 29, 2021, and 105,000,000,000 Common Shares issuable upon conversion of the Exchange Notes.
(c) Except as set forth in this Schedule 13D/A, 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.
(d) Except as disclosed in in this Schedule 13D/A, 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 Crowdex Investment, LLC and TubeSolar AG.
(e) Not applicable.
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SCHEDULE 13D
| CUSIP No. 043635408 | Page 7 of 8 pages |
| Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. |
Item 6 is amended and restated in its entirety as follows as of the date of this Amendment:
BD1 is 100% owned by BD Vermögensverwaltung GmbH; BD Vermögensverwaltung GmbH is 100% owned by Solar Invest International SE, a European company with its registered office in Luxembourg; Mr. and Mrs. Kuhn are the beneficial owners and members of the board of directors of Solar Invest International SE.
The Exchange Agreement and the Exchange Notes which are incorporated herein by reference.
| Item 7. | Materials to be Filed as Exhibits. |
Exhibit 99.1 Joint Filing Agreement among the Reporting Persons
Exhibit 99.4 Unsecured Convertible Promissory Note ($160,000) of the Issuer dated December 18, 2020*
Exhibit 99.5 Power of Attorney for Johannes Kuhn*
Exhibit 99.6 Power of Attorney for Ute Kuhn
*Previously filed with the Schedule 13D on December 29, 2020 and incorporated by reference
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SCHEDULE 13D
| CUSIP No. 043635408 | 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: February 28, 2021 | BD 1 INVESTMENT HOLDING, LLC | |
| By: | /s/ Todd Steadman | |
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Name: Title: |
Todd Steadman
Manager |
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| Date: February 28, 2021 | /s/ Todd Steadman, attorney-in-fact | |
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Johannes Kuhn | |
| Date: February 28, 2021 | /s/ Todd Steadman, attorney-in-fact | |
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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 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 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.
BD 1 INVESTMENT HOLDING, LLC
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By: /s/ Todd Steadman Name: Todd Steadman Title: Manager |
Date: February 28, 2021 |
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/s/ Todd Steadman Johannes Kuhn by Todd Steadman attorney-in-fact |
Date: February 28, 2021 |
| /s/ Todd Steadman | Date: February 28, 2021 |
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Ute Kuhn by Todd Steadman attorney-in-fact |
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EXHIBIT 99.5
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby constitutes and appoints Todd Steadman, 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 BD I Investment Holding, LLC (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, nor is the Company 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 28th day of February, 2021.
| By: |
/s/ Ute Kuhn |
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| Ute Kuhn |