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): May 7, 2018 (May 1, 2018)
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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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¨
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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 1.01 Entry into a Material Definitive Agreement.
Amendment of Outstanding Convertible Notes
As previously disclosed, on September 8, 2017, Ascent Solar Technologies, Inc., a Delaware corporation (the “Company”), entered into a securities purchase agreement (the “Note SPA”) with St. George Investments LLC (“Investor”), for the private placement of $1,725,000 principal amount of the Company’s Original Issue Discount Convertible Promissory Notes (“Notes”). On September 11, 2017, the Company sold and issued $1,725,000 principal amount of Notes to Investor in exchange for $1,500,000 of gross proceeds.
Beginning six months after the issuance of the Notes, the Company has the option to pay certain required redemption amounts on the Notes in the form of shares of the Company’s common stock.
As originally issued, payments in the form of shares would be calculated using a variable conversion price equal to the lower of (i) 85% of the average VWAP for the shares over the prior five trading days or (ii) the closing bid price for the shares on the prior trading day.
On May 1, 2018, the parties agreed to amend such variable conversion price formula. As amended, payments in the form of shares would be calculated using a variable conversion price equal to the lower of (i) 60% of the lowest VWAP for the shares during the prior five trading days or (ii) the closing bid price for the shares on the prior trading day.
The foregoing description of the amendment to the Notes is a summary and is qualified in its entirety by reference to the document attached hereto as Exhibit 10.1, which document is incorporated herein by reference.
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Item 2.03
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Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
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The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
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(d)
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Exhibits
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Exhibit
Number
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Description
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10.1
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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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May 7, 2018
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By:
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/s/ Victor Lee
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Name: Victor Lee
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Title: Chief Executive Officer
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EXHIBIT 10.1
AMENDMENT TO CONVERTIBLE PROMISSORY NOTE
This Amendment to Convertible Promissory Note (this “
Amendment
”) is entered into on May 1, 2018, but is effective for all purposes as of April 3, 2018, by and between ST. GEORGE INVESTMENTS LLC, a Utah limited liability company (“
Lender
”), and ASCENT SOLAR TECHNOLOGIES, INC., a Delaware corporation (“
Borrower
”). Capitalized terms used in this Amendment without definition shall have the meanings given to them in the Note (as defined below).
A.
Borrower previously issued to Lender a Convertible Promissory Note dated September 8, 2017 in the principal amount of $1,725,000.00 (the “
Note
”).
B.
The Note was issued pursuant to a Securities Purchase Agreement dated September 8, 2017 between Lender and Borrower.
C.
Borrower and Lender have agreed to amend the Note as set forth herein.
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
1.
Conversion Factor
. The definition of the term “Conversion Factor” set forth in Section A4 of Attachment 1 to the Note is deleted in its entirety and replaced with the following:
“A4. “
Conversion Factor
” means 60%.”
2.
Market Price
. The definition of the term “Market Price” set forth in Section A17 of Attachment 1 to the Note is deleted in its entirety and replaced with the following:
“A17. “
Market Price
” means the lower of: (a) the Conversion Factor multiplied by the lowest VWAP during the five (5) Trading Days immediately preceding the applicable Conversion; and (b) the Closing Bid Price on the Trading Day immediately prior to the day the Redemption Notice is delivered.”
3.
Certain Acknowledgments
. Each of the parties acknowledges and agrees that no property or cash consideration of any kind whatsoever has been or shall be given by Lender to Borrower in connection with the amendments to the Note granted herein. Moreover, Lender agrees to forbear from enforcing its remedies under the Note with respect to all Events of Default that have occurred prior to the date hereof, provided that such forbearance shall cease, and Lender shall have no further obligations to refrain from enforcing its rights with respect to any such Events of Default, upon the occurrence of any Event of Default after the date hereof.
4.
Counterparts
. This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one instrument. The parties hereto confirm that any electronic copy of another party’s executed counterpart of this Amendment (or such party’s signature page thereof) will be deemed to be an executed original thereof.
[Remainder of page intentionally left blank]
IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the date set forth above.
BORROWER:
ASCENT SOLAR TECHNOLOGIES, INC.
By:
/s/Victor Lee
Name:
Victor Lee
Title:
CEO
LENDER:
ST. GEORGE INVESTMENTS LLC
By: Fife Trading, Inc., its Manager
By:
/s/John M. Fife
John M. Fife, President
[Signature page to Amendment to Convertible Promissory Note]