Ascent Solar Technologies Inc (ASTI)

[StockItOut]

We currently have 5,596,232 outstanding common stock warrants issued in connection with our December 2022 senior secured convertible note financing with a per share exercise price of $1.76. These warrants have a “full ratchet” adjustment feature that will be triggered by the consummation of this offering if the Company does not purchase them from the warrant holders. Based upon an offering price of $0.14 per share, the number of these common stock warrants would increase to 70,554,495, and the per share exercise price would be reduced to $0.14 per share. The actual full ratchet adjustment would be calculated following the completion of this offering.

On April 12, 2024, we will close on the offering of 12,629,460 shares of common stock and 9,426,570 Pre-Funded Warrants for gross proceeds of $3,087,844.20. This offering will remain open for possible additional closings until the earlier of (i) April 26, 2024; or (ii) such date as the Company determines to terminate this offering.

Our common stock is traded on the Nasdaq Capital Market under the symbol “ASTI.” On April 8, 2024, the closing price for our common stock, as reported on the Nasdaq Capital Market, was $0.314 per share. The public offering price per share was determined at a discount to the then current market price. The final public offering price was determined through negotiation between us and investors based upon a number of factors, including our history and our prospects, the industry in which we operate, our past and present operating results, the previous experience of our executive officers and the general condition of the securities markets at the time of this offering.

The Pre-Funded Warrants will be immediately exercisable (subject to the beneficial ownership cap) and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full.

There is no established public trading market for the Pre-Funded Warrants, and we do not expect a market to develop.

On-going anytime selling:

We are also offering to each purchaser of shares of common stock that would otherwise result in the purchaser’s beneficial ownership exceeding 4.99% of our outstanding common stock immediately following the consummation of this offering the opportunity to purchase one pre-funded warrant (in lieu of one share of common stock) (“Pre-Funded Warrant”). A holder of pre-funded warrants will not have the right to exercise any portion of its pre-funded warrants if the holder, together with its affiliates, would beneficially own in excess of 4.99% (or, at the election of the holder, such limit may be increased to up to 9.99%) of the number of shares of common stock outstanding immediately after giving effect to such exercise.

Ascent Solar Technologies had a 1:200 reverse stock split just 7 months ago:

Except as otherwise indicated, all share and per share information in this prospectus gives effect to the reverse stock split of the Company’s outstanding common stock, which was effected at a ratio of 1-for-200 shares as of 5:00 pm Eastern Time on September 11, 2023, trading for which began as of 9:30 am Eastern Time on September 12, 2023.

Seven months after a 1:200 reverse now massive dilution financing with ongoing immediate warrant conversion selling each time the purchaser sells whereby to own under 4.99% of ASTI common stock with the renewed ability to keep immediately converting warrants to sell shares.

4/12/24 Prospectus:
https://www.otcmarkets.com/filing/html?id=17446303&guid=97Q-kKuJUT9mB3h


Per OTC Markets:

Outstanding Shares, 3,793,843, as 02/21/2024

https://www.otcmarkets.com/stock/ASTI/security

Current ASTI outstanding shares: 19,370,000 (rounded per brokerage)

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