Current Report Filing (8-k)
September 24 2021 - 3:18PM
Edgar (US Regulatory)
0001350102
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12/31
0001350102
2021-09-24
2021-09-24
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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): September 24, 2021
ASCENT SOLAR
TECHNOLOGIES, INC.
(Exact name of registrant
as specified in its charter)
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
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Thornton, CO 80241
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(Address of principal executive offices)
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(720) 872-5000
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(Registrant’s telephone number, including area code)
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Not Applicable
(Former name, former address,
and former fiscal year, 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))
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common
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ASTI
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OTC
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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 1.01 Entry into a Material Definitive Agreement.
On September 15, 2021, Ascent Solar Technologies,
Inc. (the “Company”) entered into a Long-Term Supply and Joint Development Agreement (“JDA”) with TubeSolar AG
(“TubeSolar”). TubeSolar is a significant existing stakeholder in the Company.
Under the terms of the JDA, the Company will produce,
and TubeSolar will purchase, thin-film photovoltaic (“PV”) foils (“PV Foils”) for use in TubeSolar’s solar
modules for agricultural photovoltaic (“APV”) applications that require solar foils for its production.
Ascent and TubeSolar have jointly established
a subsidiary company in Germany, in which TubeSolar holds a minority stake of 30% (the “JV”). The purpose of the JV is to
establish and operate a PV manufacturing facility in Germany that will produce and deliver PV Foils exclusively to TubeSolar. Until the
JV facility is fully operational, PV Foils will be manufactured in the Company’s existing facility in Thornton, Colorado. The parties
expect to jointly develop next generation tooling for use in manufacturing PV Foils at the JV facility.
Under the JDA, the Company will receive up (i)
to $4 million of non-recurring engineering (“NRE”) fees, (ii) up to $13.5 million of payments upon achievement of certain
agreed production and cost structure milestones, and (iii) product revenues from sales of PV Foils to TubeSolar.
The JDA has no fixed term, and may only be terminated
by either party for breach.
The foregoing description of the JDA does not purport to be complete and
is qualified in its entirety by reference to the JDA Agreement. The Company intends to file a redacted copy of the JDA as an exhibit to
a future periodic report of the Company.
Item 3.03 Material Modification to Rights of Security Holders.
To the extent required
by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year.
On September 23, 2021, the Company
filed a Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company (the
“Certificate of Amendment”) with the Secretary of State of the State of Delaware to increase the number of authorized shares
of Common Stock from 20 billion to 30 billion.
A copy of the Certificate of Amendment is filed as Exhibit 3.1 hereto and is incorporated
herein by reference.
Item 9.01 Financial Statements and Exhibits.
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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September 24, 2021
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By:
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/s/ Michael Gilbreth
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Name: Michael Gilbreth
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Title: Chief Financial Officer
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