Lots of Convertibles that are not convertible into equity shares of the Company. Few that are convertible but with a cap of 10% of O/S...looks to me the conversion has been or is almost over...
Offering of Senior Secured Convertible Notes
On August 29, 2016, Ascent Solar Technologies, Inc., a Delaware corporation (the “Company”), entered into a note purchase agreement (the “Note SPA”) with Tertius Financial Group Pte. Ltd. (“Tertius”), for the private placement of $330,000 of the Company’s original issue discount notes (“Notes”).
Tertius is an investment firm located in Singapore. Victor Lee, the Company’s president and CEO, is a managing director and 50% owner of Tertius.
The Notes are not convertible into equity shares of the Company.
Exchange of Outstanding Series I Preferred Stock for Convertible Notes
As previously announced, on July 26, 2016, Ascent Solar Technologies, Inc. (the “Company”) entered into a securities purchase agreement with one accredited investor (the “Series I Holder”) for the private placement of $536,000 of the Company’s newly designated Series I Convertible Preferred Stock (“Series I Preferred Stock”).
Terms of the Notes
Unless earlier converted or prepaid, each Note will mature one year after issuance (the “Maturity Date”). The Notes bear interest at a rate of 10% per annum, subject to increase to 24% per annum upon the occurrence and continuance of an event of default (as described below). Principal and interest on the Notes is payable on the Maturity Date or upon any earlier conversion. Principal and interest are payable in cash or, if specified equity conditions are met, shares of Common Stock.
All principal and accrued interest on the Notes are convertible at any time, in whole or in part, at the option of the Investor into shares of Common Stock at a variable conversion price equal to the lowest of (i) the lowest closing bid price of our Common Stock for the ten consecutive trading day period prior to the conversion date or (ii) 70% of the lowest volume weighted average price (“VWAP”) of our Common Stock for the ten consecutive trading day period prior to the conversion date.
The Notes may not be converted and shares of Common Stock may not be issued pursuant to the Notes if, after giving effect to the conversion or issuance, the holder together with its affiliates would beneficially own in excess of 9.99% of the outstanding shares of Common Stock. At the holder’s option, the cap may be raised or lowered from time to time to any other percentage not in excess of 9.99%, except that any increase will only be effective upon 61-days’ prior notice to the Company.
Item 1.01 Entry into a Material Definitive Agreement.
Offering of Convertible Notes
On October 6, 2016, Ascent Solar Technologies, Inc., a Delaware corporation (the “Company”), entered into a securities purchase agreement (the “Note SPA”) with Adar Bays, LLC (“Investor”), for the private placement of $330,000 principal amount of the Company’s 6% Original Issue Discount Convertible Redeemable Promissory Notes (“Notes”).
Terms of the Notes
Unless earlier converted or prepaid, (i) $110,000 principal amount of the Notes will mature on December 5, 2016, (ii) $110,000 principal amount of the Notes will mature on January 3, 2017, and (iii) $110,000 principal amount of the Notes will mature on February 3, 2017. The Notes bear interest at a rate of 6% per annum, subject to increase to 24% per annum upon the occurrence and continuance of an event of default (as described below).
All principal and accrued interest on the Notes are convertible at any time, in whole or in part, at the option of the Investor into shares of Common Stock at a variable conversion price equal to 80% of the lowest closing bid price of our Common Stock for the fifteen consecutive trading day period prior to the conversion date. After the six month anniversary of the issuance of any Note, the conversion price for such Note shall thereafter be equal to 50% of the lowest closing bid price of our Common Stock for the fifteen consecutive trading day period prior to the conversion date.
Principal on the Notes is payable on the respective maturity dates. Principal on the Notes is payable in cash. Interest on the Notes is payable from time to time in the form of shares of Common Stock using the conversion price formula described above.
The Notes may not be converted and shares of Common Stock may not be issued pursuant to the Notes if, after giving effect to the conversion or issuance, the holder together with its affiliates would beneficially own in excess of 9.9% of the outstanding shares of Common Stock.
Item 1.01. Entry Into a Material Definitive Agreement.
Series J-1 Convertible Preferred Stock Financing.
On October 14, 2016, Ascent Solar Technologies, Inc. (the “Company”) entered into a securities purchase agreement with one accredited investor for the private placement of $1,000,000 of the Company’s newly designated Series J-1 Convertible Preferred Stock (“Series J-1 Preferred Stock”).
Terms of the Series J-1 Preferred Stock
Conversion Rights
Shares of the Series J-1 Preferred Stock (including the amount of any accrued and unpaid dividends thereon) will be convertible at the option of the holder into common stock at a fixed conversion price of $0.0125 per share. The Series J-1 Preferred Stock may not be converted and shares of Common Stock may not be issued pursuant thereto if, after giving effect to the conversion or issuance, the holder together with its affiliates would beneficially own in excess of 9.9% of the outstanding shares of Common Stock. At the holder’s option, the cap may be raised or lowered from time to time to any other percentage not in excess of 19.99%, except that any increase will only be effective upon 61-days’ prior notice to the Company.
Item 1.01 Entry into a Material Definitive Agreement.
Offering of Unsecured Non-Convertible Notes
As previously disclosed, on August 29, 2016, Ascent Solar Technologies, Inc., a Delaware corporation (the “Company”) issued a $330,000 original issue discount note to Tertius Financial Group Pte. Ltd. (“Tertius”), in exchange for $300,000 of gross proceeds. This note was scheduled to mature on November 29, 2016.
On December 6, 2016, the Company issued a new $600,000 original issue discount note to Tertius in exchange for (i) $200,000 of gross proceeds and (ii) cancellation of the existing outstanding $330,000 note.
The new Tertius note (i) will mature December 31, 2017 and (ii) will bear interest at a rate of 6% per annum. Principal and interest on the new Tertius note is payable at maturity. The new Tertius note is not convertible into equity shares of the Company. The new Tertius note is unsecured.
Tertius is an investment firm located in Singapore. Victor Lee, the Company’s president and CEO, is a managing director and 50% owner of Tertius.
On December 2, 2016, the Company issued a $380,000 note to one accredited investor in exchange for $380,000 of gross proceeds.
This investor note (i) will mature June 1, 2017 and (ii) will bear interest at a rate of 12% per annum. Principal and interest on this note are payable at maturity. This note is not convertible into equity shares of the Company. This note is unsecured.
Item 1.01 Entry into a Material Definitive Agreement.
Offering of Unsecured Non-Convertible Notes
On December 13, 2016, the Company issued a $380,000 note to one accredited investor in exchange for $380,000 of gross proceeds.
This investor note (i) will mature June 13, 2017 and (ii) will bear interest at a rate of 12% per annum. Principal and interest on this note are payable at maturity. This note is not convertible into equity shares of the Company. This note is unsecured.
Item 1.01 Entry into a Material Definitive Agreement.
Offering of Unsecured Non-Convertible Notes
On December 30, 2016, the Company issued a $250,000 note to one accredited investor in exchange for $250,000 of gross proceeds. This investor note (i) will mature June 30, 2017 and (ii) will bear interest at a rate of 12% per annum. Principal and interest on this note are payable at maturity. This note is not convertible into equity shares of the Company. This note is unsecured.
