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): March 7, 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)
(720) 872-5000
(Registrant’s telephone number, including area code)
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 8.01 Other Events.
On March 7, 2023, Ascent Solar Technologies, Inc. (the “Company”) announced in a press release that the Company entered into a term sheet (the “Term Sheet”) with FL1 Holding GmbH, a German company (“FL1”) that is affiliated with BD 1 Investment Holding, LLC, an affiliate of the Company. The Term Sheet reflects the potential terms and conditions of a proposed transaction, pursuant to which, in connection with FL1’s acquisition of a company that is a leading developer and manufacturer of photovoltaic thin film solar cells (the “Target”), the Company will purchase certain manufacturing equipment of the Target (the “Assets”), and the Target will grant to the Company a non-exclusive license to all intellectual property rights of the Target (the “Licensed IP”) relating to thin-film photovoltaic research, development, manufacture and production (collectively, the “Proposed Transaction”). The Term Sheet was entered into for discussion purposes only and does not constitute a binding agreement or commitment of any party, except with respect to certain provisions relating to the payment of transaction expenses, exclusivity, and governing law. The parties to the Term Sheet contemplate closing the Proposed Transaction by April 7, 2023, or as soon as possible thereafter, following execution of final legal documentation pertaining to the Proposed Transaction (the “Definitive Agreements”) and satisfaction of applicable closing conditions.
The Term Sheet contemplates that the total consideration to be paid by the Company to the Target in connection with the Proposed Transaction will be an aggregate amount in cash equal to $5,000,000, and for a period of 12 months following the closing of the Proposed Transaction, the Company will have the right to resell the Assets to FL1 for an amount equal to $5,000,000. Further, in connection with the closing of the Proposed Transaction, the Company would enter into an option agreement with FL1 and BD Vermögensverwaltung GmbH (“BD”), the parent entity of FL1, pursuant to which the Company would have the right to acquire 60% or more of the then-outstanding equity interests of FL1 for an aggregate purchase price of not more than $3,000,000 in cash and repayment of all shareholder/affiliated loans of FL1 in shares of common stock of the Company at a value of $2.00 per share of Company common stock (the “Company Equity Option”), subject to the satisfaction of certain conditions, including approval by a committee of the disinterested and independent members of the Company’s Board of Directors (the “Special Committee”). The Company Equity Option will be set forth in a separate definitive agreement to be entered into between the Company and FL1 on terms to be mutually agreed (the “Equity Option Agreement”). Further, BD will also agree that (1) BD and its affiliates will not offer to acquire or acquire, by merger, tender offer or otherwise, all or substantially all of the outstanding shares of capital stock of the Company not beneficially owned by BD or its affiliates, without the approval of the Special Committee, and the affirmative vote of a majority of the voting power of outstanding shares of the Company not beneficially owned by BD or its affiliates; (2) BD and its affiliates will not transfer any shares of the Company’s capital stock unless the transferee agrees in writing to be bound by the foregoing restriction; and (3) BD will stand behind the obligations of FL1 pursuant to the Equity Option Agreement.
The Term Sheet also contemplates that the Definitive Agreements will include, among other things, certain non-compete and non-solicitation agreements by FL1 relating to the products produced with and customers serviced by the Assets, which would apply to FL1 for five years following the closing of the Proposed Transaction; customary representations, warranties and covenants; customary closing conditions; and certain indemnification provisions, and that the Company’s entry into the Definitive Agreements will be subject to approval by the Special Committee. Further upon the closing of the Proposed Transaction, the Company and the Target will also enter into a Transition Services Agreement, which will require the Target to provide transition support for the Company’s operation of the Assets, and a sub-lease or sub- tenancy arrangement for the Company at the Target’s facility where the Assets are located, on terms to be agreed.
In addition, FL1 has agreed not to pursue discussions or negotiations relating to the sale of the Assets or the Licensed IP with parties other than the Company and the Target until April 7, 2023 (which date may be further extended as provided for in the Term Sheet).
A copy of the Term Sheet and the press release announcing the Term Sheet and the Proposed Transaction are furnished herewith as Exhibits 99.1 and 99.2 and are incorporated herein by reference.
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Forward-Looking Statements
This Current Report on Form 8-K and Exhibits 99.1 and 99.2 hereto contain “forward-looking statements”, including statements regarding the consummation of the Proposed Transaction and the Company’s business strategy with respect to the Assets and Licensed IP. 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, including uncertainty as to timing of the completion of the Proposed Transaction on the terms contemplated or at all, that the terms of the Definitive Agreements may differ, including in material respects, from the terms agreed to in the Term Sheet and the operation of the Assets and intellectual property license in the manner contemplated by the Company following the prospective acquisition thereof. 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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
|
Exhibit Number |
Description | |
| 99.1 | Proposed Acquisition Term Sheet, dated as of March 7, 2023 | |
| 99.2 | Press Release, dated March 7, 2023 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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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. | |||
| March 7, 2023 | By: | /s/ Paul Warley | |
| Name: | Paul Warley | ||
| Title: | Chief Financial Officer | ||
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Exhibit 99.1
Execution Version
Proposed Asset Acquisition Term Sheet
March 7, 2023
This term sheet (this “Term Sheet”) summarizes the terms and conditions of the proposed transaction between Ascent solar technologies, Inc., a Delaware corporation (“Acquiror”), FL1 Holding GmbH, a Germany company with limited liability registered with the commercial register of the local court of Nuremberg, Germany, under HRB 40936, with its corporate seat in Nuremberg, Germany (the “Company”) and a corporation previously identified by the Company to Acquiror (the “Target”). This term sheet is for discussion purposes and does not constitute a binding agreement or commitment of either party, except as provided below regarding “Fees and Expenses,” “Exclusivity” and “Governing Law” (the “Binding Provisions”). Except for the Binding Provisions, no legally binding obligation, duty, commitment or liability will be created or implied unless and until the authorization, execution and delivery of final legal documentation pertaining to the proposed transaction satisfactory to the parties and their respective counsel in their sole and absolute discretion (collectively, the “Definitive Agreements”).
| Asset Acquisition and IP License | At the Closing (as defined below), subject to the satisfaction of all conditions precedent related thereto and substantially concurrently with the consummation of the transactions contemplated by that certain share purchase agreement entered into among, inter alia, the Company and the Target (the “Target Acquisition Agreement”): | |
| (a) | Acquiror shall purchase from the Target, and the Target shall transfer, assign, sell and deliver to Acquiror, free and clear of any liens, charges, restrictions or encumbrances thereon, full right, title and interest in any and all of the assets of the Target identified on Exhibit A hereto, and any and all equipment and assets related thereto or necessary for the operation thereof (the “Asset Acquisition” and the assets acquired pursuant to the Asset Acquisition, the “Assets”); and | |
| (b) | the Target shall grant to Acquiror a non-exclusive license in and to all of the Target’s right, title and interest to all intellectual property rights of the Target relating to thin-film photovoltaic research, development, manufacture and production (the “IP License” and the intellectual property rights licensed pursuant to the IP License, the “Licensed IP” and, together with the Asset Acquisition, the “Transaction”). | |
| Acquiror will assume only those liabilities in respect of employees of the Target that agree to accept employment with Acquiror as described under “Transfer of Certain Employees” below (the “Assumed Liabilities”). | ||
| Other than the Assumed Liabilities, Acquiror will not acquire any liabilities or obligations of the Company or the Target in connection with the Transaction (collectively, the “Excluded Liabilities”). | ||
| Acquiror and the Company shall agree that, following the Closing, Acquiror shall perform certain contracts of the Company or the Target on a subcontractor basis using the Assets and shall receive any applicable proceeds due and payable under such contracts for or in connection with such performance. | ||
| Lease | In connection with and as a condition to the Closing, Acquiror and the Company or the Target, as applicable, shall negotiate and, at the consummation of the Closing, enter into a sub-lease or sub-tenancy arrangement (the “Tenancy Arrangement”) with respect to certain floors of the Target’s premises where the Assets are located (the “Facility”) on terms acceptable to Acquiror, pursuant to which Acquiror: | |
| (a) | shall have the right to use the Facility for all purposes for a period of time to be agreed; | |
| (b) | shall agree to make all monthly rent payments in respect of the portion of the Facility occupied by Acquiror under the terms of the Target’s current lease relating thereto (or any renegotiation thereof by the Company or the Target, subject to there not being any increase in the amount of such monthly rent payments that are due) (the “Lease”); | |
| (c) | shall agree to pay the cost of any utilities or similar costs and expenses relating to Acquiror’s tenancy at the Facility and operation of the Assets from and after the Closing; and | |
| (d) | shall be responsible for any damage or liability at the Facility arising from Acquiror’s tenancy at the Facility and operation of the Assets from and after the Closing. | |
| Acquiror and the Company further agree that, at or prior to the Closing, the Company or the Target shall satisfy all outstanding payment obligations and other liabilities (including all accrued rent payments or other amounts that may be due) relating to the Lease, including to the extent required to ensure that the Assets are conveyed to Acquiror at the Closing free and clear of all liens, charges, restrictions and other encumbrances thereon, including all liens, charges, restrictions or other encumbrances relating to the Assets that may arise under the terms of, or by operation of law with respect to, the Lease. | ||
| Closing Timing |
The parties contemplate closing the Transaction by April 7, 2023, the date that is 30 days after the date of this Term Sheet, or as soon as possible thereafter following execution of the Definitive Agreements and satisfaction of applicable closing conditions (such date referred to herein as the “Closing”).
|
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Consideration
|
The total consideration to be paid by Acquiror to the Company in connection with the Transaction (including with respect to the Asset Acquisition and the IP License) will be an aggregate amount in cash equal to $5,000,000 (the “Consideration”). |
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| Definitive Agreements |
The Definitive Agreements shall contain, among other things, customary representations, warranties and covenants, and usual and customary closing conditions including, among others (i) the substantially concurrent consummation of the transactions contemplated by the Target Acquisition Agreement, (ii) receipt of all required third party consents and (iii) that the Assets shall be delivered to Acquiror free and clear of all liens, charges, restrictions or other encumbrances thereon, and Acquiror’s entry into the Definitive Agreements shall be subject to approval by a committee of the disinterested and independent members of Acquiror’s Board of Directors (the “Special Committee”).
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| Transition Services Agreement |
At the Closing, Acquiror and the Target shall enter into a Transition Services Agreement for the Target to provide transition support for Acquiror’s operation of the Assets and tenancy at the Facility on terms to be agreed.
|
| Additional Agreements |
The Company shall agree that, for a period of five years from and after the Closing, the Company shall not, and shall cause its affiliates not to (a) directly or indirectly compete with Acquiror in connection with the manufacturing, sale or distribution of products substantially similar to or competitive with the products manufactured using the Assets prior to the Closing, (b) solicit, or interfere with Acquiror’s solicitation of, certain customers or prospective customers of such products, or (c) solicit or hire any person who was an employee of Acquiror within the six month period prior to such solicitation, subject to customary exceptions.
The Company shall further agree that, for a period of 12 months following the Closing, Acquiror shall have the right to resell the Assets to the Company for an amount equal to $5,000,000.
Following the Closing, Acquiror shall have the right to purchase and acquire the Licensed IP on terms to be agreed, subject to the satisfaction of certain conditions and receipt of third party consents.
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Acquiror Equity Investment Option
|
Following the Closing, Acquiror shall have the option, subject to the satisfaction of certain conditions, including approval of Acquiror’s exercise of the option by Acquiror’s Special Committee, to acquire 60% or more of the then-outstanding equity interests of the Company from BD Vermögensverwaltung GmbH (“BD”) for an aggregate purchase price of not more than $3,000,000 in cash and repayment of all shareholder/affiliated loans of the Company in shares of common stock of Acquiror at a value of $2.00 per share of Acquiror common stock, on terms and conditions to be agreed (the “Acquiror Equity Option”). The Acquiror Equity Option shall be set forth in a separate definitive agreement to be entered into between Acquiror and the Company at the Closing on terms to be mutually agreed (the “Equity Option Agreement”).
In connection with the Equity Option Agreement, BD will also agree that (1) it and its affiliates will not offer to acquire or acquire, by merger, tender offer or otherwise, all or substantially all of the outstanding shares of capital stock of Acquiror not beneficially owned by BD or its affiliates, without satisfaction of the MFW Conditions, (2) it and its affiliates will not transfer any shares of Acquiror’s capital stock unless the transferee agrees in writing to be bound by the foregoing restriction and (3) it will stand behind the obligations of the Company pursuant to the Equity Option Agreement.
“MFW Conditions” means (i) the approval of a special committee of independent and disinterested members of Acquiror’s Board of Directors and (ii) the affirmative vote of a majority of the voting power of outstanding Acquiror shares not beneficially owned by BD or its affiliates, in each case of (i) and (ii), to the extent necessary to satisfy the framework established under Kahn v. M & F Worldwide Corp., 88 A.3d 635 (Del. 2014) and its progeny. |
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| Indemnification | The Company will indemnify Acquiror for claims, damages, costs and expenses related to: (i) breaches of the Company’s representations and warranties or covenants, (ii) any allegation or claim relating to the ownership, use, sale, licensing or development of the Assets prior to the Closing or of the Licensed IP (including any claim of infringement relating thereto), (iii) any Excluded Liabilities, (iv) any claim of infringement relating to the Licensed IP, (v) fraud or intentional misrepresentation by or on behalf of the Company or the Target, and (vi) such other matters as may be mutually agreed (the “Indemnification Obligations”). |
| Transfer of Certain Employees | Acquiror agrees to accept the transfer of employment of such employees of the Target as are functionally predominantly working with the Assets prior to the Closing as required by applicable law, to the extent such employees determine to accept employment with Acquiror and to assume any liabilities arising after the Closing relating to the employment of such individuals. |
| Fees and Expenses |
Each of Acquiror, on the one hand, and the Company and the Target, on the other, will pay their own respective transaction expenses (including legal and accounting and financial advisory fees and expenses) incident to the consummation of the Transaction (the “Transaction Expenses”).
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Exclusivity
|
During the Exclusivity Period (defined below), the Company shall not, and shall cause its directors, officers, employees, representatives, affiliates, consultants, financial advisors, agents and stockholders not to, directly or indirectly, solicit, initiate, facilitate, knowingly encourage, or pursue or enter into discussions, transactions, or agreements with, or respond to, or provide information to, any person, entity or group (other than Acquirer, Target and their respective representatives) concerning any sale of the Assets or licensing or sale of the Licensed IP or any merger, sale of stock or substantial assets of, or any other business combination or similar transaction involving, the Company (each a “Competing Transaction”). The “Exclusivity Period” commences upon the execution and delivery of this Term Sheet by each of the parties hereto and terminates 30 days after the date hereof, except that the Exclusivity Period may be extended (i) for successive periods of 15 additional days upon written notice by Acquirer to the Company, so long as the parties are continuing to actively negotiate Definitive Agreements, or (ii) by the express written agreement of both parties. |
| Governing Law | This Term Sheet shall be governed by New York law. |
[Signature page follows]
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| Sincerely, | |
| Ascent Solar Technologies, Inc. | |
| /s/ Jeffrey A. Max | |
| By: Jeffrey A. Max | |
| Title: President & CEO | |
| Agreed and accepted: | |
| FL1 Holding GmbH | |
| /s/Ralf Straub | |
| By: Ralf Straub | |
| Title: Geschäftsführer |
[Signature Page to Term Sheet]
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EXHIBIT A
Asset Schedule
[See attached]
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Exhibit 99.2
Ascent Solar Technologies, Inc. Announces First Step of Strategic Plan; Executes Term Sheet for Acquisition of Assets from Leading European Thin-Film Solar Manufacturer
Ascent Solar’s turnaround plan starts with acquiring new revenue, manufacturing capabilities and intellectual property to fuel global expansion
THORNTON, CO & ZURICH, CH / GLOBE NEWSWIRE / MARCH 7, 2023 – Ascent Solar Technologies, Inc. (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 it has signed a definitive term sheet to acquire certain manufacturing assets of a leading European manufacturer of thin-film solar technology and a worldwide license of its intellectual property (IP) portfolio, for USD $5 million cash.
The term sheet also provides that the Company will enter into an option to acquire a controlling interest in the manufacturer’s industrial-scale manufacturing operations, subject to the satisfaction of certain conditions. The option would have an exercise price of USD $3 million, in addition to the conversion of certain outstanding liabilities at the time of exercise into ASTI stock, at a price of USD $2.00 per share.
These transactions are expected to transform ASTI’s operating fundamentals through added revenue and market segments, increased production capacity, and access to an expanded IP portfolio for R&D and licensing opportunities.
Transaction Rationale/Prospective Benefits & Capabilities of Completed Transactions:
| ● | Revenue: ASTI will service the European manufacturer’s significant outstanding contracts using the acquired equipment, and expects to become the direct counterparty for the customers of the acquired assets on all upcoming contract renewals. Upon completion of the transaction, management anticipates EBITDA-positive operations of the acquired assets as early as the second half of 2023. |
| ● | Market Expansion: The transaction is expected to immediately provide ASTI with the opportunity and proven manufacturing capacity to establish new revenue streams in the luxury goods and building integrated photovoltaics (BIPV) markets. ASTI expects these assets will also provide it with additional production capacity to handle new U.S. and Asian sales. |
| ● | Advanced Manufacturing Facility: ASTI will acquire the European manufacturer’s equipment at its modern 15MW plant, which is capable of providing production outputs of polymer web up to one meter in width and one kilometer in length and would deliver a 300% increase in nameplate manufacturing capacity to ASTI. |
| ● | Industrial-Scale Manufacturing Option: ASTI will acquire an option for a controlling interest in the European manufacturer, including its 40MW, thin-film CIGS facility which is optimized for high efficiency and high yields, and also possesses the ability to produce outputs of polymer web up to one meter in width and one kilometer in length. |
| ● | Expanded IP Portfolio: ASTI will acquire a license to the European manufacturer’s extensive IP portfolio, covering 35 patent families and proprietary, operational knowledge on its thin-film PV development, including: design, manufacturing systems, process methods and roll-to-roll techniques. |
“We believe this agreement ignites the necessary, fundamental turnaround that we’re executing within the company, by opening new markets, securing high-quality revenue, expanding manufacturing capabilities and setting a new company trajectory,” said Jeffrey Max, President and Chief Executive Officer of ASTI. “Our endgame is to make ASTI’s lightweight, flexible, durable, thin-film materials the solar solution for everywhere that rigid panels don’t work.
“By acquiring these state-of-the-art assets, we plan to build on ASTI’s foundation in the space and defense sectors by adding new revenue streams and new markets, including luxury goods and BIPV,” Max continued. “This transaction will also increase our manufacturing capacity by orders of magnitude through the highly-efficient15MW manufacturing equipment we intend to acquire. The option to acquire a controlling interest in a cutting-edge and industrial-scale 40MW facility also provides us further flexibility in significantly increasing our manufacturing capabilities.”
Transaction Terms
Under the terms of the term sheet, which was approved by a committee comprised of the independent and disinterested members of the board of directors of ASTI, ASTI will pay USD $5 million, in cash, subject to certain closing adjustments, for the acquired assets and the IP license. Following the closing, ASTI will have the option to acquire a controlling interest in the European manufacturer, for a cash price of USD $3 million, along with the repayment of certain liabilities in shares of ASTI stock, valued at a price of USD $2.00 per share. The transaction remains subject to the execution of definitive agreements on terms acceptable to the parties. Closing is targeted for early in the second quarter, subject to customary closing conditions.
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 environments where mass, performance, reliability and resilience matter. Ascent’s photovoltaic (PV) modules have been deployed on space missions, multiple airborne vehicles, agrivoltaic installations, in industrial and commercial construction as well as an extensive range of consumer goods, revolutionizing the use cases and environments for solar power. Ascent Solar’s research and development center and 5MW nameplate production facility are located in Thornton, Colorado. 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 regarding the consummation of the proposed transaction and the Company’s business strategy with respect to the assets and IP license to be acquired. 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, including uncertainty as to timing of the completion of the proposed transaction on the terms contemplated or at all, that the terms of the definitive agreements may differ, including in material respects, from the terms agreed to in the term sheet and the operation of the assets and IP license to be acquired in the manner contemplated by the Company following the prospective acquisition thereof. 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