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): August 12, 2022
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) |
| (720) 872-5000 | ||
| (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:
☐ 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))
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common | ASTI | OTC |
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 2.02 Results of Operations and Financial Condition.
Set forth below as Exhibit 99.1 to this Form 8-K Report is the Company’s unaudited pro forma capitalization table as of June 30, 2022, which capitalization table gives pro forma effect to the closing of the Company’s pending and previously announced private placement.
The information contained in this Item 2.02 of this Form 8-K Report and Exhibit 99.1 attached hereto, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information shall not be deemed incorporated by reference into any other filing with the Securities and Exchange Commission made by the Company regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits | ||
|
Exhibit Number |
Description | ||
| 99.1 | Unaudited Pro Forma Capitalization Table as of June 30, 2022 | ||
| 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. | ||||||||
| August 12, 2022 | By: | /s/ Victor Lee | ||||||
| Name: Victor Lee | ||||||||
| Title: Chief Executive Officer | ||||||||
Exhibit 99.1
CAPITALIZATION
The following table sets forth our capitalization at June 30, 2022, on a pro forma basis, to give effect to the conversion and issuance of certain convertible notes, and on a pro forma, as adjusted basis, to give effect to the sale of our common stock and warrants in our previously announced Private Placement, and the application of the proceeds derived from the sale of such securities in the Private Placement.
| · | On a pro forma basis, to reflect: |
| o | the conversion of $1,200,000 of outstanding convertible notes into 2,400,000 shares of common stock on July 11, 2022. |
| o | the receipt of $1,000,000 in proceeds in connection with the issuance of a bridge promissory note on August 3, 2022. |
| · | On a pro forma, as adjusted basis, to reflect: |
| o | the sale by us in the Private Placement of shares of our common stock and accompanying warrants for gross proceeds of $5,000,000 (inclusive of the conversion and cancellation of an outstanding $1,000,000 bridge promissory note in conjunction with the Private Placement closing). |
| As of June 30, 2022 | ||||||||||||
| Actual | Pro forma | Pro forma, as adjusted | ||||||||||
| (unaudited) | ||||||||||||
| Cash and cash equivalents | $ | 429,272 | $ | 1,429,272 | $ | 5,429,272 | ||||||
| Total liabilities | $ | 9,008,915 | $ | 9,045,767 | $ | 8,045,767 | ||||||
| Stockholders' deficit: | ||||||||||||
| Series A preferred stock, $0.0001 par value; 750,000 shares authorized; 48,100 shares issued and outstanding | $ | 5 | $ | 5 | $ | 5 | ||||||
| Common stock, $0.0001 par value; 500,000,000 shares authorized; 30,587,415 shares issued and outstanding, actual; 32,987,415 issued and outstanding, pro forma; 33,930,812 issued and outstanding, pro forma, as adjusted | 3,059 | 3,299 | 3,393 | |||||||||
| Additional paid-in capital | 434,146,118 | 435,345,878 | 440,345,784 | |||||||||
| Accumulated deficit | (434,392,822 | ) | (434,629,674 | ) | (434,629,674 | ) | ||||||
| Accumulated other comprehensive loss | (13,353 | ) | (13,353 | ) | (13,353 | ) | ||||||
| Total stockholders' equity | $ | (256,993 | ) | $ | 706,155 | $ | 5,706,155 | |||||
| Total capitalization | $ | 8,751,922 | $ | 9,751,922 | $ | 13,751,922 | ||||||
The table and discussion above assumes no exercise of the Common Warrants to be offered and sold in the Private Placement.
The number of shares of our common stock to be outstanding after the Private Placement excludes up to 1,415,096 shares of common stock issuable upon exercise of the Common Warrants.