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EX-10.1 - EXHIBIT 10.1 - PROMISSORY NOTE - Ascent Solar Technologies, Inc.ex10x1.htm

 

 

 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): June 22, 2020 (June 9, 2020)

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))

 

Securities registered pursuant to Section 12(b) of the Act:

     
Title of each class Trading Symbol(s) Name of exchange on which registered
Common ASTI OTC
 

 

 

 

 
 

 

 

 

Item 1.01 Entry into a Material Definitive Agreement.

 

Offering of Convertible Promissory Note

 

On June 9, 2020, Ascent Solar Technologies, Inc., a Delaware corporation (the “Company”), issued to Penumbra Solar Technologies, Inc. (“Investor”) a $250,000 aggregate principal amount convertible promissory note (“Note”). The Company has received $250,000 of gross proceeds from the offering of the Note.

 

Terms of Note

 

The aggregate principal amount of the Note (together with accrued interest) will mature on June 9, 2021.

 

The Note bears interest at a rate of 6% per annum. The interest rate increases to 18% in the event of a default under the Note.

 

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

 

The Notes are convertible, at the holder’s option, into shares of the Company’s Common Stock at a conversion price equal to $0.0001 per share. However, the holder of the Notes will not have the right to convert any portion of the Notes if the holder, together with its affiliates, would beneficially own in excess of 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to its conversion.

 

 

* * * * * *

 

The foregoing description of the Note 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.

 

 

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 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   Convertible Promissory Note Dated June 9, 2020
       

 

 

 

 

 
 

 

 

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.
       
June 22, 2020       By:   /s/ Victor Lee
                Name: Victor Lee
                Title: Chief Executive Officer