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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 2, 2023 (April
26, 2023)
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) |
|
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(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))
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 |
|
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 5.02 Departure of Directors or Certain Officers:
Election of Directors; Appointment of Certain Officer; Compensatory Arrangements of Certain Officers.
| Item 5.02 (b) |
Departure of Chief Executive Officer. |
On April 26, 2023, the board
of directors of Ascent Solar Technologies, Inc. (“ASTI” or the “Company”) terminated Jeffrey Max as the Company’s
President and Chief Executive Officer.
| Item 5.02 (c) |
Appointment of New Chief Executive Officer. |
On May 1, 2023, the Company’s
board of directors appointed Paul Warley as the Company’s President and Chief Executive Officer. Mr. Warley will remain in his current
role as the Company’s Chief Financial Officer on an interim basis until his replacement is appointed by the Company's board.
Mr. Warley joined the Company in December 2022 as
Chief Financial Officer. Mr. Warley does not serve as a member of the Company’s board of directors.
Mr. Warley, age 61, has significant experience in
corporate turnarounds, restructuring, cross-border trade and capital advisory work. From 2015 to 2022, Mr. Warley was president of Warley
& Company LLC, a strategic advisory firm providing executive management, capital advisory and M&A services to middle-market companies
in the service, construction, technology, oil & gas, clean energy, food, retail and green-building sectors. While at Warley &
Company, from 2018 to 2019 Mr. Warley was engaged as Chief Executive Officer and CFO of 360Imaging, a provider of products and services
for implant surgery and digital dentistry. From 2011 to 2015, Mr. Warley served clients in the alternative energy industry as a managing
director and additionally was Chief Compliance Officer with Deloitte Corporate Finance. From 1997 to 2011, Mr. Warley was Managing Director
and Region Manager for GE Capital. From 1984 to 1997, Mr. Warley was with Bank of America and Bankers Trust as a Senior Vice President.
Mr. Warley holds the Financial Industry Regulatory
Authority Series 7, 24 and 63 licenses. He earned his B.S. degree in Business Administration from The Citadel (The Military College of
South Carolina) and served in the U.S. Army, attaining the rank of Captain.
While at Warley & Company LLC, Mr. Warley provided
corporate finance consulting services to BD1 Investment Holding LLC, the Company’s largest stockholder.
Item 7.01 Regulation FD
Disclosure.
On May 2, 2023, the Company
issued a press release announcing these executive changes. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated
herein by reference.
The information set forth
under this Item 7.01, including Exhibit 99.1, of this Current Report on Form 8-K shall not be deemed to be “filed” for purposes
of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of that
section, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933 or the Exchange
Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
| |
|
|
|
| (d) |
Exhibits |
|
|
| |
Exhibit
Number |
|
Description |
| |
99.1 |
|
Press
Release dated May 2, 2023 |
| |
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. |
| |
|
|
|
| May 2, 2023 |
|
|
|
By: |
|
/s/ Paul Warley |
| |
|
|
|
|
|
|
|
Name: Paul Warley |
| |
|
|
|
|
|
|
|
Title: Chief Executive Officer, Chief Financial Officer |
Exhibit 99.1
Ascent Solar Technologies Names New CEO
THORNTON, CO., May 2, 2023 –
Ascent Solar Technologies, (Nasdaq: ASTI) (“ASTI” or the “Company”), the leading U.S. innovator in the design
and manufacture of featherweight, flexible, and durable CIGS thin-film photovoltaic (PV) solutions, announced today that the Board of
Directors has terminated Jeffrey Max, ASTI’s President and Chief Executive Officer, effective April 26, 2023. The Company also announced
that it has named its Chief Financial Officer, Paul Warley, as the Company’s Chief Executive Officer, effective immediately. Mr.
Warley will remain in his current role as CFO on an interim basis until his replacement is appointed by the Company's Board.
“We are thrilled that Paul has agreed
to take on this leadership role at Ascent during such an important moment in the Company’s journey,” said David Peterson,
Chairman of the Board at Ascent Solar Technologies. “Paul brings tremendous financial and executive leadership experience serving
middle market companies, that coupled with his depth of thin-film solar knowledge, will propel the Company to its next phases of growth
and commercial adoption.”
Prior to joining Ascent as its Chief Financial
Officer in December 2022, Mr. Warley spent nearly 40 years specializing in corporate turnarounds, restructurings, cross-border trade and
capital advisory mandates at Bank of America, Bankers Trust, GE Capital, Deloitte Corporate Finance, and his consulting firm, Warley &
Company. The firm provided executive management, capital and M&A advisory services to middle-market companies in the manufacturing,
service, construction, technology, oil and gas, clean energy, food, retail and green-building sectors. Mr. Warley graduated from The Citadel
with a BS in Business Administration with a concentration in accounting, and served in the U.S. Army, attaining the rank of Captain.
“I am eager to continue working with
the talented Ascent team to build on the progress we have made this year to commercialize our exceptional technology and re-establish
the Company as a leader in the thin-film PV industry,” said Paul Warley, Chief Executive Officer at Ascent Solar Technologies. “Following
the acquisition of Flisom’s assets and the repurposing of the Thornton plant as a Perovskite Center of Excellence, we are confident
the Company has a strong foundation and is well positioned for growth. We are now capable of meeting market demand in Europe, Asia and
North America, while simultaneously advancing R&D efforts of Perovskite – long considered a promising material for next generation
solar materials.”
ABOUT ASCENT SOLAR TECHNOLOGIES, INC.
Backed by 20+ years of R&D, 17 years
of manufacturing experience, numerous awards, and a comprehensive IP and patent portfolio, Ascent Solar Technologies, Inc. (ASTI) is
a leading provider of innovative, high-performance, flexible thin-film solar panels for use in scenarios where traditional rigid solar
panels don’t work. Ascent’s photovoltaic (PV) modules have been deployed on space missions, multiple airborne vehicles, agrivoltaic
installations, in industrial and commercial construction, and in consumer goods, revolutionizing the use cases and environments for solar
power. Ascent Solar’s Headquarters & Perovskite Manufacturing Center of Excellence are located in Thornton, Colorado and Ascent’s
15MW manufacturing facility is located in Zurich, Switzerland. To learn more, please visit https://www.ascentsolar.com.
Forward-Looking
Statements
Statements in this press release that
are not statements of historical or current fact constitute "forward-looking statements" including statements about the financing
transaction, our business strategy and the potential uses of the proceeds from the transaction. Such forward-looking statements involve
known and unknown risks, uncertainties and other unknown factors that could cause the company's actual operating results to be materially
different from any historical results or from any future results expressed or implied by such forward-looking statements. We have based
these forward-looking statements on our current assumptions, expectations and projections about future events. In addition to statements
that explicitly describe these risks and uncertainties, readers are urged to consider statements that contain terms such as “will,”
"believes," "belief," "expects," "expect," "intends," "intend," "anticipate,"
"anticipates," "plans," "plan," to be uncertain and forward-looking. No information in this press release
should be construed as any indication whatsoever of our future revenues, stock price, or results of operations. The forward-looking statements
contained herein are also subject generally to other risks and uncertainties that are described from time to time in the company's filings
with the Securities and Exchange Commission including those discussed under the heading “Risk Factors” in our most recently
filed reports on Forms 10-K and 10-Q.
MEDIA CONTACT
Spencer Herrmann
FischTank PR
ascent@fischtankpr.com
INVESTOR CONTACT
James Masters
Vallum Advisors
ir@ascentsolar.com