Ascent Solar Technologies, Inc. (Form: 8-K, Received: 12/12/2017 16:04:22)

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): December 12, 2017 (December 6, 2017)

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, Colorado		80241
(Address of principal executive offices)		(Zip Code)

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:



¨	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))

Item 1.01 Entry into a Material Definitive Agreement.

Exchange of Outstanding Preferred Stock for Unsecured Convertible Note

On December 6, 2017, Ascent Solar Technologies, Inc., a Delaware corporation (the “Company”), entered into a securities exchange agreement (the “Exchange Agreement”) with BayBridge Capital Fund LP (“Investor”).

Pursuant to the terms of the Exchange Agreement, the Investor agreed to surrender and exchange 675 shares of outstanding Series J Preferred Stock ($755,416.67 of capital and accrued dividends). In exchange, the Company issued to the Investor an unsecured promissory note with an aggregate principal amount of $840,000.00 (the “Exchange Note”).

Terms of the Exchange Note

The Exchange Note will mature on December 6, 2018. Principal and interest on the Exchange Note will be payable in a lump sum on December 6, 2018.

The Exchange Note will bear interest at a rate of 12% per annum.

The Exchange Note contains standard and customary events of default including but not limited to: (i) failure to make payments when due under the Exchange Note, and (ii) bankruptcy or insolvency of the Company.

Payments of principal and accrued interest on the Exchange Note are payable in cash or, at the option of the Company, in shares of Common Stock at a variable conversion price equal to the lowest of (i) 85% of the average VWAP for the shares over the prior five trading days, (ii) the closing bid price for the shares on the prior trading day, or (iii) $0.003 per share

Payments in shares of Common Stock may not be issued pursuant to the Exchange Note if, after giving effect to the conversion or issuance, the holder together with its affiliates would beneficially own in excess of 9.99% of the outstanding shares of Common Stock.

The Exchange Note is not secured.

There are no registration rights applicable to the Exchange Note.

The foregoing description of the Exchange Agreement and the Exchange Note is a summary and is qualified in its entirety by reference to the documents attached hereto as Exhibits 10.1 and 10.2, which documents are incorporated herein by reference.


Item 2.03	Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

All of the securities described in this Current Report on Form 8-K were or will be offered and sold in reliance upon exemptions from registration pursuant to Section 3(a)(9) and 4(a)(2) under the Securities Act of 1933, as amended (“Securities Act”), and Rule 506 of Regulation D promulgated thereunder. The offerings were made to “accredited investors” (as defined by Rule 501 under the Securities Act).

Item 9.01 Financial Statements and Exhibits.



(d)	Exhibits
	Exhibit Number	Description

	10.1	Series J Securities Exchange Agreement dated December 6, 2017
	10.2	Unsecured Promissory Note dated December 6, 2017

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.

December 12, 2017	By:	/s/ Victor Lee
		Name: Victor Lee
		Title: Chief Executive Officer

SECURITIES EXCHANGE AGREEMENT

THIS SECURITIES EXCHANGE AGREEMENT (the “Agreement”) is made as of the 6 ^th day of December, 2017 (the “Effective Date”) by and among Ascent Solar Technologies, Inc., a Delaware corporation (the “Company”), and BayBridge Capital Fund LP (the “Holder”).

The Holder hereby agrees to surrender its 675 shares of existing and currently outstanding Series J Preferred Stock as listed below (principal amount plus accrued dividends equal to $755,416.67 as of December 6, 2017) issued by Ascent Solar Technologies, Inc., a Delaware corporation (the “Company”) (the “Preferred Stock”) in exchange for a Convertible Promissory Note (the “Note”) in the amount of $840,000.00 to be newly issued by the Company pursuant to this Agreement.

The parties to this Agreement intend that the transactions contemplated by this Agreement are such that the offer and exchange of securities by the Company under this Agreement will be exempt from registration under applicable United States securities laws as a result of this exchange offer being undertaken pursuant to Sections 3(a)(9) and 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”).

On the Closing Date, the Company will issue and deliver (or cause to be issued and delivered) Note to the Purchaser. In exchange, the Purchaser will surrender to the Company the Preferred Stock listed below. The Note issued in exchange for the Preferred Stock shall generally be in the form attached hereto as Exhibit A (as appropriate) and otherwise shall be in a form mutually acceptable to the parties.



	# of Shares	Outstanding Principal	Accrued Dividend:	Total	New Note Amount

Series J Preferred Stock (Tranche 3 issued on 9/23/16)	225	$225,000.00	$27,437.50	$252,437.50
Series J Preferred Stock (Tranche 4 issued on 9/30/16)	75	$75,000.00	$9,000.00	$84,000.00
Series J Preferred Stock (Tranche 5 issued on 10/7/2016)	225	$225,000.00	$26,562.50	$251,562.50
Series J Preferred Stock (Tranche 6 issued on 10/14/2017)	150	$150,000.00	$17,416.67	$167,416.67

Total	675	$675,000.00	$80,416.67	$755,416.67	$840,000.00

Date: December 6, 2017

Holder:

BayBridge Capital Fund, LP

/s/ Eric Noveshen

Name: Eric Noveshen

Title: Managing Director

Issuer:

Ascent Solar Technologies, Inc.

/s/ Victor Lee

Name: Victor Lee

Title: President & CEO

Exhibit A

Form of Convertible Promissory Note – 12 month maturity

[See Note dated 12-6-2017]

THIS PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. NO SALE OR DISPOSITION MAY BE EFFECTED EXCEPT IN COMPLIANCE WITH RULE 144 UNDER SAID ACT OR AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL FOR THE HOLDER SATISFACTORY TO THE PAYOR THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT OR RECEIPT OF A NO-ACTION LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION.

PROMISSORY NOTE

$840,000.00 December 6, 2017

Thornton, Colorado

For value received, Ascent Solar Technologies, Inc., a Delaware corporation (“ Payor ”), promises to pay to BayBridge Capital Fund LP or its assigns (“ Holder ”) the principal sum of $840,000.00 with interest on the outstanding principal amount at the rate of twelve percent (12%) per annum. Interest shall commence from the effective date and shall be computed on the basis of a year of 365 days for the actual number of days elapsed. The principal and accrued interest on this note (the “ Note ”) shall be due and payable on December 6, 2018 (the “ Maturity Date ”), provided that the Maturity Date of all Notes (as defined below) may be extended with the written consent of Holder.

1. This Note is issued pursuant to that certain Securities Exchange Agreement dated December 6, 2017, as the same may be amended from time to time, by and between Borrower and Holder (the “Exchange Agreement”).

2. This Note is one of several similar notes issued or issuable to the Holder pursuant to the Exchange Agreement (collectively, the “Notes”).

3. All instalments shall be in lawful money of the United States of America and shall be made pro rata among all Holders. All payments shall be applied first to accrued expenses due under this Note, next to interest and thereafter to principal.

4. At the option of the Payor, payments on this Note may be made (a) in cash, or (b) in Common Stock of the Payor at Market Price (“Payment Shares”). The Market Price of the Payment Shares shall be 85% of the average VWAP for the 5 consecutive trading days prior to the date on which the Payment Shares are issued, but in no event greater than the latest Closing Bid on the day the instalment is made or $0.003 per share, whichever is lower. Payor may not make any payments in the form of Payment Shares if the issuance of such Payment Shares would cause the Holder to be deemed to “beneficially own” (as such term is defined under applicable SEC rules and regulations) more than 9.9% of the Payor’s outstanding shares of common stock.

5. Payor shall deliver to Holder, or its designee or agent the Payment Shares and delivery shall be made via Delivery by Deposit/Withdrawal at Custodian (DWAC) as follows:

DTC Participant:

DTC Number:

Account Number:

6. Promptly upon the occurrence thereof, Payor shall furnish to Holder written notice of the occurrence of any Event of Default (as defined below) hereunder.

7. If action is instituted to collect this Note, the Payor promises to pay all costs and expenses, including, without limitation, reasonable attorneys’ fees and costs, incurred in connection with such action.

8. Payor may prepay this Note prior to the Maturity Date.

9. If there shall be any Event of Default hereunder, at the option of, and upon the declaration of the Holder of this Note and upon written notice to the Payor (which election and notice shall not be required in the case of an Event of Default under Section 9(b) or 9(c)), this Note shall accelerate and all principal and unpaid accrued interest shall become due and payable. The occurrence of any one or more of the following shall constitute an “ Event of Default ”:

(a) Payor fails to pay timely any of the principal amount due under any of the Notes on the date the same becomes due and payable or any accrued interest or other amounts due under any of the Notes on the date the same becomes due and payable;

(b) Payor (i) files any petition or action for relief under any bankruptcy, reorganization, insolvency or moratorium law or any other law for the relief of, or relating to, debtors, now or hereafter in effect; (ii) makes any assignment for the benefit of creditors or takes any corporate action in furtherance of any of the foregoing; (iii) applies for or consents to the appointment of a receiver, trustee, liquidator or custodian of itself or of all or a substantial part of its property; (iv) is unable, or admits in writing its inability, to pay its debts generally as they mature, (v) is dissolved or liquidated; (vi) becomes insolvent (as such term may be defined or interpreted under any applicable statute); or (vii) takes any action for the purpose of effecting any of the foregoing; or

(c) An involuntary petition is filed against Payor (unless such petition is dismissed or discharged within thirty (30) days under any bankruptcy statute now or hereafter in effect) or a custodian, receiver, trustee, assignee for the benefit of creditors (or other similar official) is appointed to take possession, custody or control of any property of Payor.

10. Upon the occurrence or existence of any Event of Default (other than an Event of Default described in Section 9(b) or 9(c)) and at any time thereafter during the continuance of such Event of Default, Holder may, by written notice to the Payor, declare all outstanding principal and accrued interest on this Note immediately due and payable without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived. Upon the occurrence or

existence of any Event of Default described in Section 9(b) or 9(c), immediately and without notice, all outstanding principal and interest on this Note shall automatically become immediately due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived.

11. The Payor hereby waives notice of default, presentment or demand for payment, protest or notice of nonpayment or dishonor and all other notices or demands relative to this Note.

12. This Note shall be governed by and construed under the laws of the State of Colorado, as applied to agreements among Colorado residents, made and to be performed entirely within the State of Colorado, without giving effect to conflicts of laws principles.

13. Any term of this Note (excluding the principal amount of the Note and the interest rate of the Note) may be amended or waived with the written consent of Payor and Holder. Upon the effectuation of such waiver or amendment in conformance with this Section 13, the Payor shall promptly give written notice thereof to the record holders of the Notes who have not previously consented thereto in writing.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, Payor and Holder have caused this Note to be executed as of the date first written above.

PAYOR:

ASCENT SOLAR TECHNOLOGIES, INC.

By: /s/ Victor Lee

Name: Victor Lee

Title: Chief Executive Officer

HOLDER:

BAYBRIDGE CAPITAL FUND LP

By: /s/ Eric Noveshen

Name: Eric Noveshen

Title: Managing Director

SIGNATURE PAGE TO PROMISSORY NOTE