To the Stockholders of Ascent Solar Technologies, Inc.: The enclosed information statement (the “Information Statement”) is being distributed to the holders of record of the issued and outstanding shares of common stock, par value $0.0001 per share (“Common Stock”), of Ascent Solar Technologies, Inc., a Delaware corporation (the “Company,” “we”, “our” or “us”), as of December 19, 2022 (the “Record Date”), in connection with the corporate actions described below. The holders of a majority of the voting power of our outstanding shares of capital stock by written consent (the “Written Consent”), in lieu of a meeting, pursuant to Section 228 of the Delaware General Corporation Law (the “DGCL”) and Section 2.8 of Article II of our bylaws, approved the following corporate action (the “Authorized Issuance”):
•the potential issuance of shares of Common Stock in excess of 19.99% of the currently issued and outstanding shares of Common Stock of the Company to two institutional investors (each, an “Investor” and collectively, the “Investors”), in connection with the Company’s entry into a Securities Purchase Contract, dated December 19, 2022, by and between the Company and the Investors, for the issuance of:
A.$12,500,000 in aggregate principal amount of Senior Secured Original Issue 10% Discount Convertible Advance Notes, for a purchase price of $11,250,000 in cash, net of an original issuance discount of $1,250,000 (the “Registered Advance Notes”) to the Investors, and which will bear interest at a rate of 4.5% per annum, payable, at the option of the Company, in kind or in cash, subject to certain conditions, and which is convertible, at the option of the holders from time to time, into shares of Common Stock in the amounts and on the terms set forth in the Registered Advance Notes, or repayable in cash at maturity 18 months after the issuance thereof, pursuant to a direct registered offering;
B. (i) an additional $2,500,000 in aggregate principal amount of Senior Secured Original Issue 10% Discount Convertible Advance Notes, for a purchase price, together with the warrants described in (ii) below, of $2,250,000 in cash, net of an original issuance discount of $250,000 (the “Private Placement Advance Notes” and, together with the Registered Advance Notes and Additional Advance Notes (as defined below), the “Advance Notes”) to the Investors, and which will bear interest at a rate of 4.5% per annum, payable, at the option of the Company, in kind or in cash, subject to certain conditions, and is convertible, at the option of the holders from time to time, into shares of Common Stock in the amounts and on the terms set forth in the Private Placement Advance Notes, or repayable in cash at maturity 18 months after the issuance of the Private Placement Advance Note and (ii) warrants granted to the Investors to purchase up to 2,513,406 shares of Common Stock, which have a five year term and an exercise price of $3.93 per share, in each case subject to adjustment in accordance with the terms thereof, in each case, pursuant to a concurrent private placement; and
C.additional Advance Notes for a purchase price equal to 90% of the principal amounts thereof (the “Additional Advance Notes”) that the Company may request be issued and sold to one of the Investors (the “Additional Advance Notes Investor”), in a registered direct offering, in an aggregate principal amount not to exceed $1,000,000 (or, with the consent of the Additional Advance Notes Investor, $2,000,000) in any given month, up to an aggregate principal amount of $35,000,000 of Additional Advance Notes; provided, however, that no more than one Additional Advance Note may be issued during any 30-day period.
The “Consenting Stockholders” are, collectively, Crowdex Investments, LLC, BD 1 Investment Holding, LLC, TubeSolar AG, Global Ichiban Limited, Lucro Investments VCC — ESG Opportunities Fund, and Nanyang Investment Management Pte. Ltd. As of the close of business on the Record Date, the Consenting Stockholders together owned 27,446,418 shares of the Company’s Common Stock, representing approximately 80.9% of the voting power of the outstanding shares of capital stock of the Company, on a combined basis.
The Written Consent constitutes the only stockholder approval required to approve the Authorized Issuance under the DGCL and the Company’s charter and bylaws. The Board of Directors is not soliciting your proxy or consent in connection with the Authorized Issuance and no proxies or consents are being requested from stockholders. The Information Statement is being furnished only to (1) inform the Company’s stockholders of the action described above before it takes effect in accordance with Rule 14c-2 promulgated under the Securities Exchange Act of 1934, as amended, and (2) provide the notice required under Section 228(e) of the DGCL. The Information Statement is being distributed and made available on or about January 3, 2023 to stockholders of record as of the Record Date. The Authorized Issuance shall be effective on or about January 23, 2023, or approximately 20 days after this Information Statement is first distributed and made available to stockholders.
THE INFORMATION STATEMENT IS FOR YOUR INFORMATION ONLY. YOU DO NOT NEED TO DO ANYTHING IN RESPONSE TO THE INFORMATION STATEMENT. THIS IS NOT A NOTICE OF A MEETING OF STOCKHOLDERS AND NO STOCKHOLDER MEETING WILL BE HELD TO CONSIDER ANY MATTER DESCRIBED IN THE INFORMATION STATEMENT. WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY. By Order of the Board of Directors, /s/ Jeffrey A. Max Jeffrey A. Max President and CEO January 3, 2023
