Exchange of Outstanding Promissory Notes for Unsecured Convertible Note

On August 22, 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 an outstanding promissory note with principal balances of $323,400 (including accrued interest). In exchange, the Company issued to Investor an unsecured convertible

note with a principal amount of $400,000 (the “Exchange Note”).

Terms of the Exchange Note

The Exchange Note will mature on August 22, 2020. Principal and interest on the Exchange Note will be payable in a lump sum on August 22, 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 $0.0005, 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 Note 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.

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The foregoing description of the Exchange Note is a summary and is qualified in its entirety by reference to the document attached hereto as Exhibit 10.2, which document is incorporated herein by reference.

Offering of Unsecured Non-Convertible Note

On August 22, 2019, Ascent Solar Technologies, Inc., a Delaware corporation (the “Company”), issued to Baybridge Capital Fund, L.P. (“Investor”) a $65,000 aggregate principal amount non-convertible promissory note (“Note”).

The Company has received $45,000 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 February 22, 2020.

The Note bears interest at a rate of 12% 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 foregoing description of the Note is a summary and is qualified in its entirety by reference to the document attached hereto as Exhibit 10.3, 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 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 e101bbcf20190822exchangeag.htm EXHIBIT 10.1 Exhibit EXHIBIT 10.1EXCHANGE AGREEMENTTHIS EXCHANGE AGREEMENT (this “Agreement”) is entered into and effective as of August 22,…
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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.