UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): February 11, 2014 (February 7, 2014)
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ASCENT SOLAR TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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001-32919
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20-3672603
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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12300 Grant Street
Thornton, Colorado
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80241
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(Address of principal executive offices)
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(Zip Code)
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Registrant's telephone number, including area code: (720) 872-5000
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 3.03
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Material Modification to Rights of Security Holders.
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The information set forth in Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
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Item 5.03
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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At a special meeting held on January 20, 2014, the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to increase the number of authorized shares of the Company’s common stock from 125,000,000 to 250,000,000.
On February 7, 2014, the Company filed a Certificate of Amendment with the Secretary of State of the State of Delaware effectuating such increase in the Company’s authorized common stock. The effective date of such increase is February 7, 2014.
The foregoing description is qualified in its entirety by the text of the Certificate of Amendment, a copy of which is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
On February 7, 2014, the Company closed on the issuance of 500 additional shares of Series B-1 Preferred Stock to Ironridge Technology Co., a division of Ironridge Global IV, Ltd., a British Virgin Islands business company (“Ironridge”), at a purchase price for each share of Series B-1 Preferred Stock of $10,000 per share. The closing resulted in gross proceeds to the Company of $5,000,000.
This transaction was the second tranche closing contemplated by the Stock Purchase Agreement (“SPA”) with Ironridge dated October 28, 2013. On November 1, 2013, the Company closed the first tranche under the SPA. The first tranche closing also resulted in the Company issuing 500 shares of Series B-1 Preferred Stock to Ironridge and the Company receiving gross proceeds of $5,000,000.
The terms of the Series B-1 Preferred Stock issued in the first and second tranche closings are the same. Such terms are described in our Current Report on Form 8-K dated October 30, 2013.
The Series B-1 Preferred Stock was offered and sold pursuant to a prospectus supplement filed on October 30, 2013 with the Securities and Exchange Commission in connection with the Company’s shelf registration statement on Form S-3 (File No. 333-178821), which became effective on February 14, 2012.
On February 11, 2014, the Company issued a press release announcing the closing of the second tranche of the Series B preferred stock financing. A copy of the press release is furnished herewith as Exhibit 99.1.
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995
This Current Report on Form 8-K contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. These statements are based upon the Company’s current expectations, speak only as of the date hereof and are subject to change. All statements, other than statements of historical fact included in this press release, are forward-looking statements. Forward-looking statements can often be identified by words such as “anticipates,” “expects,” “intends,” “plans,” “goal,” “predicts,” “believes,” “seeks,” “estimates,” “may,” “will,” “should,” “would,” “could,” “potential,” “continue,” “ongoing,” similar expressions, and variations or negatives of these words and include, but are not limited to, the amount and use of proceeds the Company expects to receive from the offering, the closing of the offering and the conversion of the preferred stock and the exercise of the warrants. Such forward-looking statements are inherently subject to certain risks, trends and uncertainties, many of which the Company cannot predict with accuracy and some of which the Company might not even anticipate, and involve factors that may cause actual results to differ materially and adversely from those projected or suggested. Readers are cautioned not to place undue reliance on these forward-looking statements and are advised to consider the
factors listed above together with the additional factors under the heading “Forward-Looking Statements” and “Risk Factors” in the Company’s Annual Report on Form 10-K, Quarterly Reports of Form 10-Q, and in other filings with the Securities and Exchange Commission. The Company undertakes no obligation to revise or update publicly any forward-looking statements for any reason, except as required by law.
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Item 9.01
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Financial Statements and Exhibits.
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(d) The following exhibits are filed with this report.
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Exhibit Number
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Description
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3.1
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Certificate of Amendment dated February 7, 2014 to the Amended and Restated Certificate of Incorporation
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99.1
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Press Release titled, "Ascent Solar Completes $10 Million Preferred Stock Financing with Ironridge Technology Co." dated February 11, 2013
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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.
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ASCENT SOLAR TECHNOLOGIES, INC.
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February 11, 2014
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By:
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/s/ William M. Gregorak
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Name: William M. Gregorak
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Title: Vice President and Chief Financial Officer
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Exhibit 3.1
CERTIFICATE OF AMENDMENT TO THE
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
ASCENT SOLAR TECHNOLOGIES, INC.
Ascent Solar Technologies, Inc., a Delaware corporation, hereby certifies as follows:
FIRST: The first sentence of Article 4 of the Amended and Restated Certificate of Incorporation of the Company, filed with the Delaware Secretary of State on October 26, 2005, as amended by the Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company, filed with the Delaware Secretary of State on October 28, 2011, is hereby further amended and restated in its entirety to read as follows:
“The total number of shares of all classes of stock that the Corporation shall have authority to issue is two hundred fifty million (250,000,000) shares of common stock, having a par value of $0.0001 per share, and twenty-five million (25,000,000) shares of preferred stock, having a par value of $0.0001 per share.”
SECOND: The foregoing amendment has been duly adopted by the Board of Directors and the stockholders of the Corporation in accordance with the provisions of Section 242 of the Delaware General Corporation Law.
IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment as of the 7
th
day of February, 2014.
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ASCENT SOLAR TECHNOLOGIES, INC.
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By:
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/s/ William M. Gregorak
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Name: William M. Gregorak
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Title: Vice President and Chief Financial Officer
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Exhibit 99.1
Ascent Solar Completes $10 Million Preferred Stock Financing with Ironridge Technology Co.
THORNTON, Colo.
Ascent Solar Technologies, Inc. (ASTI), a manufacturer of state-of-the-art, flexible thin-film photovoltaic modules, integrated into the company's EnerPlex
™
series of consumer products, announced today it has completed the $5 million second closing under its previously announced Series B preferred stock purchase agreement with institutional investor Ironridge Technology Co., a division of Ironridge Global IV, Ltd. The Company received the first $5 million from Ironridge in November 2013, and has now received the second $5 million.
In both closings, the Company issued Ironridge shares of its Series B-1 Preferred Stock, which is convertible into shares of common stock at a fixed conversion price of $1.15 per common share.
John C. Kirkland, Ironridge Global Partners’ Managing Director said, “We are pleased to close on the second $5 million tranche earlier than anticipated, and to help facilitate the expansion of the EnerPlex brand through strengthening Ascent Solar’s balance sheet.”
Ascent intends to use the proceeds of the offering to fund continuing operations and accelerated expansion of both traditional and kiosk centric retail channels for its EnerPlex products, aggressive brand building, as well as the launch of additional EnerPlex products and product lines in 2014. There are no restrictions on use of proceeds.
A shelf registration statement (File No. 333-178821) relating to the securities being offered has been filed with and declared effective by the Securities and Exchange Commission (the “SEC”). A prospectus supplement relating to the offering has been filed by the Company with the SEC. Copies of the prospectus supplement, together with the accompanying prospectus, can be obtained at the SEC’s website at http://www.sec.gov or from Ascent Solar Technologies, Inc., 12300 Grant Street, Thornton CO 80241, Attention: Investor Relations.
This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities of the Company in this offering. There shall not be any offer, solicitation of an offer to buy, or sale of securities in any state or jurisdiction in which such an offering, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. Any offering will be made only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement.
About Ascent Solar Technologies:
Ascent Solar Technologies, Inc. is a developer of thin-film photovoltaic modules with substrate materials that can be more flexible and affordable than most traditional solar panels. Ascent Solar modules can be
directly integrated into standard building materials, aerospace applications, consumer electronics for portable power or configured as stand-alone modules for large scale terrestrial deployment. Ascent Solar is headquartered in Thornton, Colorado. For more information, go to www.ascentsolar.com.
About Ironridge Technology Co.
Ironridge Technology Co. is a division of Ironridge Global IV, Ltd. that specializes in direct equity investments in technology companies. Ironridge Global Partners, LLC is an institutional investor, making direct equity investments in micro-cap public companies. The fund has completed over 60 transactions since 2011, ranging from under a quarter million to more than $15 million each, for Nasdaq, NYSE MKT, OTCQB and Pink Sheets companies. Ironridge Global seeks to be a long-term financial partner, assisting public companies in financing growth and expansion by supplying innovative funding solutions and flexible capital. To learn more about Ironridge Global Partners, please visit http://www.ironridgeglobal.com.
Forward-Looking Statements:
Statements in this press release that are not statements of historical or current fact constitute "forward-looking
statements." 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. In addition to statements that explicitly describe these risks and uncertainties, readers are urged to consider statements that contain terms such as "believes," "belief," "expects," "expect," "intends," "intend," "anticipate," "anticipates," "plans," "plan," to be uncertain and forward-looking. 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.
Contact:
Ascent Solar Technologies
CleanTech IR
Brion Tanous, 310-541-6824
Mobile: 424-634-8592
btanous@cleantech-ir.com
or
Ascent Solar Technologies
Justin R. Jacobs, 1-720-872-5194
jjacobs@ascentsolar.com