Exchange of Outstanding Promissory Notes for Unsecured Convertible Note

On May 2, 2019, Ascent Solar Technologies, Inc., a Delaware corporation (the “Company”), entered into a securities exchange agreement (the “Exchange Agreement”) with Baybridge Capital Fund, L.P. (“Investor”).

to the terms of the Exchange Agreement, Investor agreed to surrender and exchange one outstanding promissory note with a principal balance of $349,650.00. In exchange, the Company issued to Investor one unsecured convertible note with a principal amount of $450,000 (the “Exchange Note”).

Terms of the Exchange Note

The Exchange Note will mature on May 2, 2020. Principal and interest on the Exchange Note will be payable in a lump sum on May 2, 2020.

The Exchange Note will bear interest at a rate of 12% per annum. The interest rate increases to 18% in the event of a default under the Exchange Note.

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.

Investor shall have the right, from and after the date of issuance of the Exchange Note and then at any time until the Exchange Note is fully paid, to convert any outstanding and unpaid principal and interest into shares of Common Stock at a variable conversion price equal to the lesser of (i) a price equal to $0.002, or (ii) 65% of the lowest closing bid price for the shares over the prior five trading days.

Conversion to shares of Common Stock may not be issued to the Exchange Notes if, after giving effect to the conversion or issuance, the holder together with its affiliates would beneficially own in excess of 4.99% of the outstanding shares of Common Stock.

The Exchange Note is not secured.

* * * * * *

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

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 to Sections 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.

Ascent Solar Technologies, Inc. Exhibit
EX-10.1 2 bbcf_asti-2019x05x02exchag.htm BBCF EXH AGRMNT 5-2 Exhibit EXECUTED COPYEXCHANGE AGREEMENTTHIS EXCHANGE AGREEMENT (this “Agreement”) is entered into and effective as of May 2,…
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About ASCENT SOLAR TECHNOLOGIES, INC. (OTCMKTS:ASTI)

Ascent Solar Technologies, Inc. is engaged in commercializing flexible photovoltaic (PV) modules using its technology. The Company’s manufacturing process deposits multiple layers of materials, including a thin film of copper-indium-gallium-diselenide (CIGS) semiconductor material, on a plastic substrate using a roll-to-roll manufacturing process and then laser patterns the layers to create interconnected PV cells or PV modules, in a process known as monolithic integration. The Company is producing consumer oriented products focusing on charging devices powered by its solar modules. It manufactures its products by affixing a thin CIGS layer to a flexible, plastic substrate using a roll-to-roll process. Its EnerPlex products are available on www.goenerplex.com and a range of third-party e-commerce sites, including www.amazon.com, www.bestbuy.com, www.walmart.com, www.newegg.com, www.frys.com, www.cabelas.com and several others.