ASCENT SOLAR TECHNOLOGIES, INC. (OTCMKTS:ASTI) Files An 8-K Entry into a Material Definitive Agreement

ME Staff 8-k

8 years ago

ASCENT SOLAR TECHNOLOGIES, INC. (OTCMKTS:ASTI) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement.

Offering of Series K Convertible Preferred Stock

On February 8, 2017, Ascent Solar Technologies, Inc., a Delaware
corporation (the Company), entered into a securities purchase
agreement (Series K SPA) with a private investor (Investor), for
the private placement of up to $20,000,000 of the Companys newly
designated Series K Convertible Preferred Stock (Series K
Preferred Stock).

The Company will sell 1,000 shares of Series K Preferred Stock to
Investor in exchange for $1,000,000 of gross proceeds on or
before each of (i) February 24, 2017, (ii) March 27, 2017, (iii)
April 27, 2017, (iv) May 27, 2017 and (v) June 27, 2017.

The Company will sell 15,000 shares of Series K Preferred Stock
to Investor in exchange for $15,000,000 of gross proceeds on or
before July 27, 2017. The closing of this tranche is conditioned
upon the Company and Investor agreeing to mutually satisfactory
restrictions providing that Companys use of such $15,000,000
proceeds shall be limited to $1,000,000 per month.

There are no registration rights applicable to the Series K
Preferred Stock.

Terms of the Series K Preferred Stock

The Company will file a Certificate of Designations of
Preferences, Rights and Limitations of Series K Preferred Stock
(Certificate of Designation) with the Secretary of State of the
State of Delaware.

Rank

The Certificate of Designation provides that the Series K
Preferred Stock ranks senior to the common stock with respect to
dividends and rights upon liquidation.

Voting Rights

Except as otherwise required by law (or with respect to approval
of certain actions), the Series K Preferred Stock will not have
voting rights.

Dividends

Holders of the Series K Preferred Stock will not be entitled to
any fixed rate of dividends.

Conversion Rights

Shares of the Series K Preferred Stock will be convertible at the
option of the holder into common stock at a fixed conversion
price equal to $0.004.

At no time may the Series K Preferred Stock be converted if the
number of shares of common stock to be received by Investor to
such conversion, when aggregated with all other shares of common
stock then beneficially (or deemed beneficially) owned by
Investor, would result in Investor beneficially owning more than
19.99% of all common stock then outstanding.

Redemption

The Company is required to redeem for cash any outstanding shares
of the Series K Preferred Stock at a price per share equal to
$1,000 plus any accrued but unpaid dividends (if any) thereon on
the fifth anniversary of the date of the original issue of such
shares.

If Investor defaults in closing on any tranche of the Series K
Preferred Stock, the Company shall thereafter be entitled to
redeem 50% of the then outstanding shares of Series K Preferred
Stock at a price per preferred share equal to $0.01.

Liquidation Value

Upon our liquidation, dissolution or winding up, holders of
Series K Preferred Stock will be entitled to be paid out of our
assets, prior to the holders of our common stock, an amount equal
to $1,000 per share plus any accrued but unpaid dividends (if
any) thereon.

* * * * * * * * * *

The foregoing is only a brief description of the material terms
of the Series K SPA and the Certificate of Designation, each of
which is filed as an exhibit to this Current Report on Form 8-K
and incorporated herein by reference. The foregoing does not
purport to be a complete description of the rights and
obligations of the parties thereunder and such descriptions are
qualified in their entirety by reference to such exhibits.

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 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) The following exhibits are filed with this report:




Exhibit Number		Description
3.1		Certificate of Designations of Preferences, Rights and Limitations of Series K Preferred Stock (attached as Exhibit 2 to Exhibit 10.1 below and incorporated herein by reference)

10.1		Series K Securities Purchase Agreement dated February 8, 2017

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. ASCENT SOLAR TECHNOLOGIES, INC. (OTCMKTS:ASTI) Recent Trading Information
ASCENT SOLAR TECHNOLOGIES, INC. (OTCMKTS:ASTI) closed its last trading session up +0.00070 at 0.00360 with 32,919,211 shares trading hands.