Item 8.01 Other Events.
On March 7, 2023, Ascent Solar Technologies, Inc.
(the “Company”) announced in a press release that the Company entered into a term sheet (the “Term Sheet”) with
FL1 Holding GmbH, a German company (“FL1”) that is affiliated with BD 1 Investment Holding, LLC, an affiliate of the Company.
The Term Sheet reflects the potential terms and conditions of a proposed transaction, pursuant to which, in connection with FL1’s
acquisition of a company that is a leading developer and manufacturer of photovoltaic thin film solar cells (the “Target”),
the Company will purchase certain manufacturing equipment of the Target (the “Assets”), and the Target will grant to the Company
a non-exclusive license to all intellectual property rights of the Target (the “Licensed IP”) relating to thin-film photovoltaic
research, development, manufacture and production (collectively, the “Proposed Transaction”). The Term Sheet was entered into
for discussion purposes only and does not constitute a binding agreement or commitment of any party, except with respect to certain provisions
relating to the payment of transaction expenses, exclusivity, and governing law. The parties to the Term Sheet contemplate closing the
Proposed Transaction by April 7, 2023, or as soon as possible thereafter, following execution of final legal documentation pertaining
to the Proposed Transaction (the “Definitive Agreements”) and satisfaction of applicable closing conditions.
The Term Sheet contemplates that the total consideration
to be paid by the Company to the Target in connection with the Proposed Transaction will be an aggregate amount in cash equal to $5,000,000,
and for a period of 12 months following the closing of the Proposed Transaction, the Company will have the right to resell the Assets
to FL1 for an amount equal to $5,000,000. Further, in connection with the closing of the Proposed Transaction, the Company would enter
into an option agreement with FL1 and BD Vermögensverwaltung GmbH (“BD”), the parent entity of FL1, pursuant to which
the Company would have the right to acquire 60% or more of the then-outstanding equity interests of FL1 for an aggregate purchase price
of not more than $3,000,000 in cash and repayment of all shareholder/affiliated loans of FL1 in shares of common stock of the Company
at a value of $2.00 per share of Company common stock (the “Company Equity Option”), subject to the satisfaction of certain
conditions, including approval by a committee of the disinterested and independent members of the Company’s Board of Directors (the
“Special Committee”). The Company Equity Option will be set forth in a separate definitive agreement to be entered into between
the Company and FL1 on terms to be mutually agreed (the “Equity Option Agreement”). Further, BD will also agree that (1) BD
and its affiliates will not offer to acquire or acquire, by merger, tender offer or otherwise, all or substantially all of the outstanding
shares of capital stock of the Company not beneficially owned by BD or its affiliates, without the approval of the Special Committee,
and the affirmative vote of a majority of the voting power of outstanding shares of the Company not beneficially owned by BD or its affiliates;
(2) BD and its affiliates will not transfer any shares of the Company’s capital stock unless the transferee agrees in writing to
be bound by the foregoing restriction; and (3) BD will stand behind the obligations of FL1 pursuant to the Equity Option Agreement.
The Term Sheet also contemplates that the Definitive
Agreements will include, among other things, certain non-compete and non-solicitation agreements by FL1 relating to the products produced
with and customers serviced by the Assets, which would apply to FL1 for five years following the closing of the Proposed Transaction;
customary representations, warranties and covenants; customary closing conditions; and certain indemnification provisions, and that the
Company’s entry into the Definitive Agreements will be subject to approval by the Special Committee. Further upon the closing of
the Proposed Transaction, the Company and the Target will also enter into a Transition Services Agreement, which will require the Target
to provide transition support for the Company’s operation of the Assets, and a sub-lease or sub- tenancy arrangement for the Company
at the Target’s facility where the Assets are located, on terms to be agreed.
In addition, FL1 has agreed not to pursue discussions
or negotiations relating to the sale of the Assets or the Licensed IP with parties other than the Company and the Target until April 7,
2023 (which date may be further extended as provided for in the Term Sheet).
A copy of the Term Sheet and the press release
announcing the Term Sheet and the Proposed Transaction are furnished herewith as Exhibits 99.1 and 99.2 and are incorporated herein by
reference.
Forward-Looking Statements
This Current Report on Form 8-K and Exhibits
99.1 and 99.2 hereto contain “forward-looking statements”, including statements regarding the consummation of the
Proposed Transaction and the Company’s business strategy with respect to the Assets and Licensed IP. Such forward-looking
statements involve known and unknown risks, uncertainties and other unknown factors that could cause the company’s actual
operating results to be materially different from any historical results or from any future results expressed or implied by such
forward-looking statements, including uncertainty as to timing of the completion of the Proposed Transaction on the terms
contemplated or at all, that the terms of the Definitive Agreements may differ, including in material respects, from the terms
agreed to in the Term Sheet and the operation of the Assets and intellectual property license in the manner contemplated by the
Company following the prospective acquisition thereof. We have based these forward-looking statements on our current assumptions,
expectations and projections about future events. In addition to statements that explicitly describe these risks and uncertainties,
readers are urged to consider statements that contain terms such as “will,” “believes,”
“belief,” “expects,” “expect,” “intends,” “intend,”
“anticipate,” “anticipates,” “plans,” “plan,” to be uncertain and forward-looking.
No information in this press release should be construed as any indication whatsoever of our future revenues, stock price, or
results of operations. The forward-looking statements contained herein are also subject generally to other risks and uncertainties
that are described from time to time in the company’s filings with the Securities and Exchange Commission including those
discussed under the heading “Risk Factors” in our most recently filed reports on Forms 10-K and 10-Q.