UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________________________________________
FORM 8-K
______________________________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): November 23, 2015 (November 22, 2015)
______________________________________________________
ASCENT SOLAR TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
______________________________________________________
|
| | | | |
Delaware | | 001-32919 | | 20-3672603 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
| |
12300 Grant Street Thornton, Colorado | | 80241 |
(Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (720) 872-5000
Not Applicable
Former name or former address, if changed since last report
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
|
| |
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
| |
| |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01. Entry Into a Material Definitive Agreement.
Previous Agreements to Retire Outstanding Senior Secured Convertible Notes.
As previously disclosed, on September 4, 2015, Ascent Solar Technologies, Inc. (the “Company”) entered into a Cancellation and Waiver Agreement (the “Cancellation Agreement”), between the Company and an institutional investor (the “Holder”). Pursuant to the Cancellation Agreement, the Company had agreed to retire all $21.2 aggregate principal amount of its currently outstanding Senior Secured Convertible Notes (the “Outstanding Notes”).
Pursuant to the terms of the Cancellation Agreement, on September 4, 2015 the Company retired approximately $14.9 million aggregate principal amount of Outstanding Notes in exchange for a payment of approximately $18.8 million. A $6.3 million portion of Outstanding Notes remained outstanding. Pursuant to the terms of the Cancellation Agreement, the Company was scheduled to make a payment of approximately (i) $2.4 million on October 19, 2015 in order to retire an additional $2.4 million aggregate principal amount of currently Outstanding Notes, and (ii) $3.9 million on December 4, 2015 in order to retire the remaining $3.9 million aggregate principal amount of currently Outstanding Notes.
As previously disclosed, on October 8, 2015, the parties entered into Amendment No. 1 (“Amendment No. 1”) to the Cancellation Agreement. Amendment No. 1 provided that:
| |
• | The Company would not make the October 19 payment to retire the $2.4 million portion of the Outstanding Notes. |
| |
• | The December 4 payment was modified, and the Company agreed instead to make a payment of $2.8 million on December 20, 2015 in order to retire a $2.8 million aggregate principal amount portion of currently Outstanding Notes. |
| |
• | An approximate $3.5 million portion of the currently Outstanding Notes was reinstated. This $3.5 million portion of the Outstanding Notes remained outstanding with all its current and existing rights and terms including, without limitation, existing rights of conversion and redemption. |
Amendment No. 2 to Agreement to Retire Outstanding Senior Secured Convertible Notes.
On November 22, 2015 the parties entered into Amendment No. 2 (“Amendment No. 2”) to the Cancellation Agreement. Amendment No. 2 provides that:
| |
• | The December 20 payment has been modified. The Company now has agreed instead to make a payment of $1.0 million on December 21, 2015 in order to retire a $1.0 million aggregate principal amount portion of currently Outstanding Notes. |
| |
• | An approximate $1.8 million portion of the currently Outstanding Notes was reinstated. Except as provided below, this $1.8 million portion of the Outstanding Notes will remain outstanding with all its current and existing rights and terms including, without limitation, existing rights of conversion and redemption. |
| |
• | The Holder agreed to release as of January 15, 2016 the security interest on that portion of the collateral securing the Outstanding Notes that constitutes accounts receivable of the Company. The Holder also agreed to release as of February 8, 2016 the security interest in the remaining collateral securing the Outstanding Notes. |
| |
• | With respect to the $1.8 million portion of the Outstanding Notes only, the Holder agreed to waive all portions of the pricing formulas contained in such Outstanding Notes (and the corresponding number of common shares to be issued) based upon any trading price information for the Company’s common stock subsequent to the date that any shares of common stock are priced and issued under the provisions of the Outstanding Notes. |
There will be no further issuances of the Company’s common stock in connection with payments on or conversions of the $1.0 million portion of the Outstanding Notes so long as the Company does not default in making the required payment on December 21, 2015. If the Company does not make such payment, then the $1.0 million uncancelled portion of the Outstanding Notes would continue to remain outstanding with substantially all of its current existing terms and conditions.
After giving effect to Amendment No. 2, the Company has approximately $3.9 million aggregate principal amount of Outstanding Notes currently outstanding (including the $1.0 portion now scheduled for repayment on December 21, 2015).
There is no assurance that the Company will be able to secure additional financing to provide funds sufficient to pay the December 21 payment referred to above on acceptable terms or at all.
The foregoing description of Amendment No. 2 is a summary and is qualified in its entirety by reference to the document, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
|
| | | |
(d) | Exhibits | | |
| Exhibit Number | | Description |
| | | |
| 10.1 | | Amendment No. 2 dated November 22, 2015 to Cancellation and Waiver Agreement dated September 4, 2015 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | ASCENT SOLAR TECHNOLOGIES, INC. |
| | | |
November 23, 2015 | | | | By: | | /s/ Victor Lee |
| | | | | | | | Name: Victor Lee |
| | | | | | | | Title: Chief Executive Officer |
EXHIBIT INDEX
|
| | |
|
| | |
Exhibit | | Description |
10.1 | | Amendment No. 2 dated November 22, 2015 to Cancellation and Waiver Agreement dated September 4, 2015 |
| | |
AMENDMENT NO. 2 TO
CANCELLATION AND WAIVER AGREEMENT
This Amendment No. 2 to Cancellation and Waiver Agreement (“Amendment No. 2”) is entered into as of the 22st day of November, 2015,
BACKGROUND:
A. Reference is made to that certain Cancellation and Waiver Agreement (the “Agreement”) is entered into as of the 4th day of September, 2015, by and among Ascent Solar Technologies, Inc., a Delaware corporation (the “Company”), and the investor signatory hereto (the “Holder”).
B. Reference is also made to Amendment No. 1 to the Agreement dated as of October 8, 2015 (“Amendment No. 1”) by and among the Company and the Holder.
C. Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Agreement.
D. Pursuant to the Amendment, the parties agreed, among other things, for the Company to repurchase on December 20, 2015 (the “Third Closing Date”) from the Holder $2,800,000 aggregate principal amount of the Company’s outstanding Third Closing Note.
E. The parties desire to make certain changes to Amendment No. 1 regarding the Third Closing and related matters.
NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants hereinafter contained, the parties hereto agree as follows:
1.Amendments; Acknowledgements. The parties hereby amend the Agreement and Amendment No. 1 as follows:
| |
(a) | The term “Third Closing Date” is amended to mean December 21, 2015. |
| |
(b) | The terms “Third Closing Purchase Price” and the amount of the “Third Closing Note” are each amended to mean $1,000,000.00. Under Amendment No. 1, such terms previously had been defined to mean $2,800,000. |
| |
(c) | The parties agree that a $1,800,000 portion (which previously had been scheduled to be repurchased on the Third Closing Date) aggregate principal amount of the outstanding Notes (the “November Reinstated Notes”) shall remain outstanding and shall not be cancelled as provided in the Agreement and Amendment No. 1. Notwithstanding anything set forth in the Agreement and Amendment No. 1 to the contrary, except as specifically provided in this Amendment No. 2 the parties hereto acknowledge and agree that the Transaction Documents shall remain in full force and effect with respect to the November Reinstated Notes and the November Reinstated Notes shall retain all current and existing rights and terms as set forth in each of the Transaction Documents, including (without limitation) all |
existing rights of conversion, redemption and other rights and remedies set forth in the November Reinstated Notes and each of the other Transaction Documents.
| |
(d) | So long as no Event of Default has occurred and is continuing, (i) the Holder agrees to release as of January 15, 2016 the security interest on that portion of the Collateral (as such term is defined in the Security Agreement) that constitutes accounts receivable of the Company and (ii) the Holder agrees to release as of February 8, 2016 the security interest in the remaining Collateral (as such term is defined in the Security Agreement) of the Company. |
| |
(e) | The Company and the Holder hereby amend the November Reinstated Notes to delete Section 8 thereof. |
2. Ratifications. Except as otherwise expressly provided herein, the Agreement, Amendment No. 1, the Initial Securities Purchase Agreement and each other Transaction Document (as defined in the Initial Securities Purchase Agreement and the Additional Securities Purchase Agreement), is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects. The parties confirm that the waivers contained in Section 2 of the Agreement continue in full force and effect.
3. Representations and Warranties.
(a)Company Bring Down; No Event of Default. Except as set forth on Schedule 4(a) attached hereto, the Company hereby makes the representations and warranties to the Holder as set forth in Section 3 of the Initial Securities Purchase Agreement (as amended hereby) as if such representations and warranties were made as of the date hereof and set forth in their entirety in this Amendment, mutatis mutandis. The Company represents and warrants to the Investor that after giving effect to the terms of this Agreement no Event of Default (as defined in the Note) shall have occurred and be continuing as of the date hereof.
(b)Holder Bring Down; Ownership Representation. The Holder hereby makes the representations and warranties as to itself only as set forth in Section 2 of the Initial Securities Purchase Agreement (as amended hereby) as if such representations and warranties were made as of the date hereof and set forth in their entirety in this Agreement, mutatis mutandis. The Holder owns the Notes free and clear of any liens (other than the obligations pursuant to this Amendment, the Agreement, the Transaction Documents and applicable securities laws).
4. Disclosure of Transaction. The Company shall, on or before 9:30 a.m., New York City Time, on or prior to the first business day after the date of this Agreement, file a Current Report on Form 8-K describing the terms of the transactions contemplated hereby in the form required by the 1934 Act and attaching such documents, to the extent they are required to be filed under the 1934 Act, that have not previously been filed with the SEC by the Company (including, without limitation, this Amendment) as exhibits to such filing (including all attachments, the “8-K Filing”). From and after the filing of the 8-K Filing, the Company shall have disclosed all material, non-public information (if any) provided up to such time to the Holder by the Company or any of its Subsidiaries or any of their respective officers, directors, employees or agents. In addition, effective upon the filing of the 8-K Filing, the Company acknowledges and agrees that any and all
confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and the Holder or any of its affiliates, on the other hand, shall terminate. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, affiliates, employees and agents, not to, provide the Holder with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the date hereof without the express prior written consent of the Holder. To the extent that the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates employees or agents delivers any material, non-public information to the Holder without the Holder's consent, the Company hereby covenants and agrees that the Holder's shall not have any duty of confidentiality to the Company, any of its Subsidiaries or any of their respective officers, directors, Affiliates, employees or agents with respect to, or a duty to the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents not to trade on the basis of, such material, non-public information. Neither the Company, its Subsidiaries nor the Holder shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, the Company shall be entitled, without the prior approval of the Holder, to make a press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith or (ii) as is required by applicable law and regulations (provided that in the case of clause (i) the Holder shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of the Holder (which may be granted or withheld in the Holder’s sole discretion), except as required by applicable law, the Company shall not (and shall cause each of its Subsidiaries and affiliates to not) disclose the name of the Holder in any filing, announcement, release or otherwise.
5. No Integration. None of the Company, its Subsidiaries, any of their affiliates, or any Person acting on their behalf shall, directly or indirectly, make any offers or sales of any security (as defined in the Securities Act) or solicit any offers to buy any security or take any other actions, under circumstances that would require registration of any of the Default Shares under the Securities Act or cause any transaction to be integrated with such offering or any prior offerings by the Company for purposes of the Securities Act or any applicable shareholder approval provisions, including, without limitation, under the rules and regulations of the Principal Market and/or any exchange or automated quotation system on which any of the securities of the Company are listed or designated.
6. Listing. The Company shall maintain the Common Stock’s authorization for quotation on the Principal Market. Neither the Company nor any of its Subsidiaries shall take any action which would be reasonably expected to result in the delisting or suspension of the Common Stock on the Principal Market. The Company shall pay all fees and expenses in connection with satisfying its obligations under this Section 6.
7. Blue Sky. The Company shall make all filings and reports relating to the transactions contemplated hereby required under applicable securities or “Blue Sky” laws of the states of the United States following the date hereof, if any.
8. Miscellaneous Provisions. Section 9 of the Securities Purchase Agreements (as amended hereby) is hereby incorporated by reference herein, mutatis mutandis.
[The remainder of the page is intentionally left blank]
IN WITNESS WHEREOF, Holders and the Company have executed this Agreement as of the date set forth on the first page of this Agreement.
|
| |
| COMPANY: ASCENT SOLAR TECHNOLOGIES, INC.
By: /s/ Victor Lee Name: Victor Lee Title: Chief Executive Officer |
IN WITNESS WHEREOF, Holders and the Company have executed this Agreement as of the date set forth on the first page of this Agreement.
|
| |
| HOLDER:
HUDSON BAY MASTER FUND LTD
By: /s/ George Antonopoulos Name: George Antonopoulos Title: Authorized Signatory
|
Ascent Solar Technologies (PK) (USOTC:ASTI)
Historical Stock Chart
From Mar 2024 to Apr 2024
Ascent Solar Technologies (PK) (USOTC:ASTI)
Historical Stock Chart
From Apr 2023 to Apr 2024
