ASTI 10-Q
Ascent Solar Technologies, Inc. (ASTI)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the quarterly period ended
or
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TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the Transition Period from to
Commission File No.
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation or organization) |
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(I.R.S. Employer Identification No.) |
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(Address of principal executive offices) |
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Registrant’s telephone number including area code:
Securities registered pursuant to Section 12(b) of the Act:
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Name of exchange on which registered |
Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ☒
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act:
Large accelerated filer |
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Accelerated filer |
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Smaller reporting company |
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Emerging growth company |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
As of May 14, 2025, there were
ASCENT SOLAR TECHNOLOGIES, INC.
Quarterly Report on Form 10-Q
For the Period Ended March 31, 2025
Table of Contents
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Item 1. |
1 |
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Unaudited Condensed Balance Sheets - as of March 31, 2025 and December 31, 2024 |
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2 |
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Unaudited Condensed Statements of Cash Flow - For the Three Months Ended March 31, 2025 and 2024 |
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Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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Item 3. |
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Item 4. |
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Item 1. |
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Item 1A. |
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Item 2. |
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Item 3. |
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Item 4. |
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Item 5. |
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Item 6. |
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27 |
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FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q includes “forward-looking statements” that involve risks and uncertainties. Forward-looking statements include statements concerning our plans, objectives, goals, strategies, future events, future net sales or performance, capital expenditures, financing needs, plans or intentions relating to acquisitions, business trends and other information that is not historical information and, in particular, appear under headings including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Overview.” When used in this Quarterly Report, the words “estimates,” “expects,” “anticipates,” “projects,” “plans,” “intends,” “believes,” “forecasts,” “foresees,” “likely,” “may,” “should,” “goal,” “target,” and variations of such words or similar expressions are intended to identify forward-looking statements. All forward-looking statements are based upon information available to us on the date of this Quarterly Report.
These forward-looking statements are subject to risks, uncertainties and other factors, many of which are outside of our control, that could cause actual results to differ materially from the results discussed in the forward-looking statements, including, among other things, the matters discussed in this Quarterly Report in the sections captioned “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Factors you should consider that could cause these differences are:
There may be other factors that could cause our actual results to differ materially from the results referred to in the forward-looking statements. We undertake no obligation to publicly update or revise forward-looking statements to reflect subsequent events or circumstances after the date made, or to reflect the occurrence of unanticipated events, except as required by law.
References to “we,” “us,” “our,” “Ascent,” “Ascent Solar” or the “Company” in this Quarterly Report mean Ascent Solar Technologies, Inc.
PART I. FINANCIAL INFORMATION
Item 1. Condensed Financial Statements
CONDENSED BALANCE SHEETS
(unaudited)
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March 31, |
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December 31, |
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2025 |
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2024 |
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ASSETS |
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Current Assets: |
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Cash and cash equivalents |
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$ |
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$ |
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Trade receivables, net of allowance of $ |
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- |
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Inventories, net |
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Prepaid and other current assets |
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Total current assets |
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Property, Plant and Equipment: |
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Accumulated depreciation |
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Property, Plant and Equipment, net |
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Other Assets: |
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Operating lease right-of-use assets, net |
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Patents, net of accumulated amortization of $ |
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Equity method investment |
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Other non-current assets |
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Total Assets |
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$ |
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$ |
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LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) |
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Current Liabilities: |
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Accounts payable |
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$ |
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$ |
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Related party payables |
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Accrued expenses |
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Accrued payroll |
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Accrued professional services fees |
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Accrued interest |
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Current portion of operating lease liability |
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Bridge loan |
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- |
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Total current liabilities |
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Long-Term Liabilities: |
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Non-current operating lease liabilities |
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Accrued warranty liability |
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- |
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Total liabilities |
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Stockholders’ Equity (Deficit): |
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Series A preferred stock, $ |
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Common stock, $ |
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Additional paid in capital |
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Accumulated deficit |
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Accumulated other comprehensive loss |
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Total stockholders’ equity (deficit) |
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Total Liabilities and Stockholders’ Equity (Deficit) |
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$ |
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$ |
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The accompanying notes are an integral part of these unaudited condensed financial statements.
1
CONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(unaudited)
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Three Months Ended |
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2025 |
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2024 |
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Revenues |
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Products |
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$ |
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$ |
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Costs and Expenses |
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Costs of revenue |
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Research, development and manufacturing |
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Selling, general and administrative |
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Share-based compensation |
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Depreciation and amortization |
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Impairment loss |
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- |
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Total Costs and Expenses |
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Loss from Operations |
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Other Income/(Expense) |
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Other income/(expense), net |
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Interest expense |
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Total Other Income/(Expense) |
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( |
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Income/(Loss) on Equity Method Investments |
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- |
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Net Income/(Loss) |
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$ |
( |
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$ |
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Net Income/(Loss) Per Share (Basic and Diluted) |
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$ |
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$ |
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Weighted Average Common Shares |
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Weighted Average Common Shares |
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Other Comprehensive Income/(Loss) |
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Foreign currency translation gain/(loss) |
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( |
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Net Comprehensive Income/(Loss) |
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$ |
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$ |
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The accompanying notes are an integral part of these unaudited condensed financial statements.
2
CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)
(unaudited)
For the Three Months Ended March 31, 2025
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Series A |
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Series 1C |
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Common Stock |
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Additional |
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Accumulated |
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Other Accumulated Comprehensive |
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Total |
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Shares |
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Amount |
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Shares |
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Amount |
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Shares |
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Amount |
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Capital |
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Deficit |
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Income (Loss) |
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(Deficit) |
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Balance at January 1, 2025 |
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$ |
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$ |
- |
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$ |
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$ |
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$ |
( |
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$ |
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$ |
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Proceeds from sale on ATM facility |
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- |
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- |
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- |
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- |
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- |
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ATM facility costs |
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( |
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Share-based compensation |
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- |
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- |
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- |
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- |
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- |
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- |
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Net Loss |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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( |
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- |
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( |
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Foreign Currency Translation |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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Balance at March, 31, 2025 |
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$ |
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$ |
- |
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$ |
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$ |
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$ |
( |
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$ |
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$ |
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The accompanying notes are an integral part of these unaudited condensed financial statements.
3
CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT
(unaudited)
For the Three Months Ended March 31, 2024
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Series A |
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Common Stock |
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Additional |
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Accumulated |
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Other Accumulated Comprehensive |
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Total |
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Shares |
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Amount |
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Shares |
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Amount |
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Capital |
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Deficit |
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Income (Loss) |
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(Deficit) |
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Balance at January 1, 2024 |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
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Conversion of L1 Note and Conversions |
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- |
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- |
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- |
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- |
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Exercise of prefunded warrants |
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- |
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- |
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( |
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- |
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- |
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- |
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Share-based compensation |
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- |
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- |
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- |
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- |
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- |
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- |
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Net Loss |
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- |
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- |
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- |
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- |
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- |
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( |
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- |
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( |
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Foreign Currency Translation |
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- |
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- |
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- |
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- |
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- |
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- |
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( |
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( |
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Balance at March 31, 2024 |
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$ |
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$ |
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$ |
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$ |
( |
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$ |
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$ |
( |
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The accompanying notes are an integral part of these unaudited condensed financial statements.
4
CONDENSED STATEMENTS OF CASH FLOWS
(unaudited)
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For the Three Months Ended |
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March 31, |
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2025 |
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2024 |
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Operating Activities: |
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Net income/(loss) |
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$ |
( |
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$ |
( |
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Adjustments to reconcile net income (loss) to cash used in operating activities: |
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Depreciation and amortization |
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Share-based compensation |
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Operating lease asset amortization |
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Amortization of debt discount |
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Loss on equity method investment |
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— |
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( |
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Inventory reserve expense |
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( |
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( |
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Impairment loss |
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— |
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Gain on settlement of liabilities, net |
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( |
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— |
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Changes in operating assets and liabilities: |
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Inventories |
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Prepaid expenses and other current assets |
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( |
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( |
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Accounts payable |
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( |
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Related party payable |
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Operating lease liabilities |
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( |
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Accrued interest |
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Accrued expenses |
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Net cash used in operating activities |
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( |
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Investing Activities: |
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Payments on purchase of assets |
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Net cash used in investing activities |
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( |
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Financing Activities: |
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Proceeds from bridge loans |
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— |
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Repayment of bridge loans |
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( |
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( |
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Proceeds from issuance of Common Stock |
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— |
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Financing issuance cost |
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( |
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— |
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Net cash provided by (used in) financing activities |
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Net change in cash and cash equivalents |
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Cash and cash equivalents at beginning of period |
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Cash and cash equivalents at end of period |
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$ |
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$ |
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Non-Cash Transactions: |
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Exercise of prefunded warrants |
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$ |
— |
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$ |
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Conversions of preferred stock, convertible notes, and conversions payable to equity |
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$ |
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$ |
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Supplemental disclosure of cash flow information: |
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Cash paid during the year for: |
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Interest |
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$ |
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$ |
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The accompanying notes are an integral part of these unaudited condensed financial statements.
5
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
NOTE 1. ORGANIZATION
Ascent Solar Technologies, Inc. (the “Company") is focusing on integrating its photovoltaic ("PV") products into scalable and high value markets such as space power beaming, aerospace, satellites, near earth orbiting vehicles, fixed wing unmanned aerial vehicles (“UAV”), and agrivoltaics. The value proposition of Ascent’s proprietary solar technology not only aligns with the needs of customers in these industries, but also overcomes many of the obstacles other solar technologies face in these unique markets. Ascent has the capability to design and develop finished products for end users in these areas as well as collaborate with strategic partners to design and develop custom integrated solutions for products like satellites, spacecraft, airships and fixed-wing UAVs. Ascent sees significant overlap of the needs of end users across some of these industries and can achieve economies of scale in sourcing, development, and production in commercializing products for these customers.
NOTE 2. BASIS OF PRESENTATION
The accompanying, unaudited, condensed financial statements have been derived from the accounting records of the Company as of March 31, 2025, and December 31, 2024, and the results of operations for the three months ended March 31, 2025, and 2024.
The accompanying, unaudited, condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, these interim financial statements do not include all of the information and footnotes typically found in U.S. GAAP audited annual financial statements. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair statement have been included. The unaudited Condensed Balance Sheet at December 31, 2024, has been derived from the audited financial statements as of that date but does not include all of the information and footnotes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. These unaudited condensed financial statements and notes should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Operating results for the three months ended March 31, 2025, are not necessarily indicative of the results that may be expected for the year ending December 31, 2025.
NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The Company’s significant accounting policies were described in Note 2 to the audited financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. There have been no significant changes to our accounting policies as of March 31, 2025.
Revenue Recognition:
Product revenue. The Company recognizes revenue for the sale of PV modules sales at a point in time following the transfer of control of such products to the customer, which typically occurs upon shipment or delivery depending on the terms of the underlying contracts. For product sales contracts that contain multiple performance obligations, the Company allocates the transaction price to each performance obligation identified in the contract based on relative standalone selling prices, or estimates of such prices, and recognize the related revenue as control of each individual product is transferred to the customer.
During the three months ended March 31, 2025 and 2024, the Company recognized revenue of $
Milestone and engineering revenue. Each milestone and engineering arrangement is a separate performance obligation. The transaction price is estimated using the most likely amount method and revenue is recognized as the performance obligation is satisfied through achieving manufacturing, cost, or engineering targets.
6
Government contracts revenue. Revenue from government research and development contracts is generated under terms that are cost plus fee or firm fixed price. The Company generally recognizes this revenue over time using cost-based input methods, which recognizes revenue and gross profit as work is performed based on the relationship between actual costs incurred compared to the total estimated costs of the contract. In applying cost-based input methods of revenue recognition, the Company uses the actual costs incurred relative to the total estimated costs to determine our progress towards contract completion and to calculate the corresponding amount of revenue to recognize.
Cost based input methods of revenue recognition are considered a faithful depiction of the Company’s efforts to satisfy long-term government research and development contracts and therefore reflect the performance obligations under such contracts. Costs incurred that do not contribute to satisfying the Company’s performance obligations are excluded from the input methods of revenue recognition as the amounts are not reflective of transferring control under the contract. Costs incurred towards contract completion may include direct costs plus allowable indirect costs and an allocable portion of the fixed fee. If actual and estimated costs to complete a contract indicate a loss, provision is made currently for the loss anticipated on the contract.
Accounts Receivable. As of March 31, 2025 and December 31, 2024, the Company had
Deferred revenue for the three months ended March 31, 2025 was as follows:
Balance as of January 1, 2025 |
$ |
|
|
Additions |
|
|
|
Recognized as revenue |
|
|
|
Balance as of March 31, 2025 |
$ |
|
Other Assets: Other assets is comprised of the following:
|
|
March 31, |
|
|
December 31, |
|
||
|
|
2025 |
|
|
2024 |
|
||
Lease security deposit |
|
$ |
|
|
$ |
|
||
Spare machine parts |
|
|
|
|
|
|
||
Total Other Assets |
|
$ |
|
|
$ |
|
||
Earnings per Share: Earnings per share (“EPS”) are the amount of earnings attributable to each share of common stock. Basic EPS has been computed by dividing income available to common stockholders by the weighted-average number of common shares outstanding during the period. Income available to common stockholders has been computed by deducting dividends accumulated for the period on cumulative preferred stock (whether or not earned). Diluted earnings per share has been computed by dividing income available to common stockholders adjusted on an if-converted basis for the period by the weighted average number of common shares and potentially dilutive common share outstanding (which consist of warrants, options, restricted stock units and convertible securities using the if-converted or treasury stock method to the extent they are dilutive). Approximately
Segment Reporting: The Company has
The CODM regularly reviews the Company’s company wide Balance Sheet and Statement of Operations to determine how to allocate resources within the Company. The CODM assesses performance and decides how to allocate resources based on Net Income that also is reported on the Statement of Operations and reviews significant expenses as outlined in the Statement of Operations.
7
Recently Issued Accounting Policies
In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures ("ASU 2024-03"). ASU 2024-03 requires disaggregated disclosure of income statement expenses for public business entities. The ASU does not change the expense captions an entity presents on the face of the income statement; rather, it requires disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the financial statements. ASU 2024-03 is effective for public entities for annual periods beginning after December 15, 2026 and interim periods within annual reporting periods beginning after December 15, 2027 . Entities are permitted to early adopt. Management is evaluating the impact of this ASU on the Company's financial statements.
In December 2023, the FASB issued ASU 2023-09, Income Taxes: Improvements to Income Tax Disclosures ("ASU 2023-09"). ASU 2023-09 improves income tax disclosures by requiring public entities annually to (1) disclose specific categories in the rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold. ASU 2023-09 is effective for public entities for annual periods beginning after December 15, 2024. Entities are permitted to early adopt. Management is evaluating the impact of this ASU on the Company's financial statements.
NOTE 4. LIQUIDITY, CONTINUED OPERATIONS, AND GOING CONCERN
The Company continued to enter into financing arrangements including the sale of common stock and Series 1C preferred stock during the year ended December 31, 2024 to fund operations.
The Company has limited industrial scale production capabilities in its Thornton facility and continues to focus on its research and development activities to improve its PV products. The Company does not expect that sales revenue and cash flows will be sufficient to support operations and cash requirements until it has fully implemented our strategy of selling high value PV products and manufacturing at full industrial scale. During the three months ended March 31, 2025, the Company used $
Current committed product revenues are not anticipated to result in a positive cash flow position for the next twelve months and although the Company has, as of March 31, 2025, working capital of $
The Company continues to accelerate sales and marketing efforts related to its specialty PV application strategies through expansion of its sales and distribution channels. The Company also continues activities to secure additional funding through strategic or financial investors, but there is no assurance the Company will be able to raise additional capital on acceptable terms or at all. If the Company's revenues do not increase rapidly, and/or additional financing is not obtained, the Company will be required to significantly curtail operations to reduce costs and/or sell assets. Such actions would likely have an adverse impact on the Company's future operations.
As a result of the Company’s recurring losses from operations and the potential need for additional financing to fund its operating and capital requirements, there is uncertainty regarding the Company’s ability to maintain liquidity sufficient to operate its business effectively, which raises doubt as to the Company’s ability to continue as a going concern.
Management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. These unaudited condensed financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.
NOTE 5. SWITZERLAND ASSETS
On
During the year ended December 31, 2023, Management concluded that these assets were impaired and recognized an impairment loss of $
8
At March 31, 2024, the Company designated the Assets as assets held for sale as all of the following criteria have been met: (i) a formal commitment to a plan to sell a property has been made and exercised; (ii) the property is available for sale in its present condition; (iii) actions required to complete the sale of the property have been initiated; (iv) sale of the property is probable and we expect the sale will occur within one year; and (v) the property is being actively marketed for sale at a price that is reasonable given its current market value.
Upon designation as an asset held for sale, the Company recorded the carrying value of the property at the lower of its carrying value or its estimated fair value, less estimated costs to sell, and depreciation of the property ceases. As the estimated fair value of $
NOTE 6. PROPERTY, PLANT AND EQUIPMENT
The following table summarizes property, plant and equipment as of March 31, 2025 and December 31, 2024:
|
|
As of |
|
|
As of |
|
||
|
|
2025 |
|
|
2024 |
|
||
Furniture, fixtures, computer hardware and |
|
$ |
|
|
$ |
|
||
Leasehold improvements |
|
|
|
|
|
|
||
Manufacturing machinery and equipment |
|
|
|
|
|
|
||
Manufacturing machinery and equipment, |
|
|
|
|
|
|
||
Total property, plant and equipment |
|
|
|
|
|
|
||
Less: Accumulated depreciation and amortization |
|
|
( |
) |
|
|
( |
) |
Net property, plant and equipment |
|
$ |
|
|
$ |
|
||
Depreciation expense for the three months ended March 31, 2025 and 2024 was $
NOTE 7. OPERATING LEASE
The Company’s lease is primarily comprised of manufacturing and office space.
Effective September 1, 2023, the lease was amended to reduce the rentable square feet from approximately
As of March 31, 2025 and December 31, 2024, assets and liabilities related to the Company’s leases were as follows:
|
|
As of |
|
|
As of |
|
||
|
|
2025 |
|
|
2024 |
|
||
Operating lease right-of-use assets, net |
|
$ |
|
|
$ |
|
||
Current portion of operating lease liability |
|
|
|
|
|
|
||
Non-current portion of operating lease liability |
|
|
|
|
|
|
||
9
During the three months ended March 31, 2025 and 2024, the Company recorded operating lease expense included in selling, general and administrative expenses of $
Future maturities of the operating lease liability are as follows:
Remainder of 2025 |
|
$ |
|
|
2026 |
|
|
|
|
2027 |
|
|
|
|
Total lease payments |
|
|
|
|
Less amounts representing interest |
|
|
( |
) |
Present value of lease liability |
|
$ |
|
The remaining weighted average lease term and discount rate of the operating leases is
NOTE 8. INVENTORIES
Inventories, net of reserves, consisted of the following at March 31, 2025 and December 31, 2024:
|
|
As of |
|
|
As of |
|
||
|
|
2025 |
|
|
2024 |
|
||
Raw materials |
|
$ |
|
|
$ |
|
||
Work in process |
|
|
- |
|
|
|
- |
|
Finished goods |
|
|
- |
|
|
|
- |
|
Total |
|
$ |
|
|
$ |
|
||
NOTE 9. BRIDGE LOAN
|
Principal |
|
New loans |
|
Principal Payments |
|
Principal |
|
Discount |
|
Bridge Loan, net of discount |
|
||||||
Bridge Loans |
$ |
|
$ |
|
$ |
( |
) |
$ |
|
$ |
— |
|
$ |
— |
|
|||
On February 27, 2024, the Company entered into a loan agreement ("Loan 1") with a lender ("Lender") for an aggregate principal amount of $
On April 17, 2024, the Company entered into a new loan agreement ("Loan 2") with the Lender. Under Loan 2, the Company borrowed an aggregate principal amount of $
Loan 2 and all related interest payable was repaid in November 2024. The Company recognized interest expense of $
On April 1 and 2, 2024, the Company closed two loan agreements with a second lender ("Lender 2") for an aggregate principal amount of $
The Company recognized $
10
NOTE 10. CONVERTIBLE NOTES
On December 19, 2022, the Company entered into a Securities Purchase Contract (the “Securities Purchase Contract”) with two institutional investors (each, an “Investor” and collectively, the “Investors”) for the issuance to the Investors of $
The Convertible Notes could be converted, at the option of the Investors, into shares of the Company’s Common Stock at a conversion price, which is equal to the lower of (1) a
The following table provides a summary of the activity of the Company's Convertible Notes:
|
Principal |
|
Notes converted |
|
Principal |
|
Less: |
|
Net Principal |
|
|||||
L1 Capital Global Opportunities Master Fund, Ltd |
$ |
|
$ |
( |
) |
$ |
|
$ |
( |
) |
$ |
|
|||
During the three months ended March 31, 2024, $
If the conversion price was less than the floor price, the Company recorded a Conversions Payable that represented the economic difference between the applicable conversion price of the Convertible Notes and floor price. This amount is payable either in shares valued as the VWAP on the conversion day or in cash. If the VWAP on the conversion day is less than the floor price, then the economic different between the conversion day VWAP and the floor price becomes payable in cash and was recorded as Cash payable. During the three months ended March 31, 2024, $
In addition to the Convertible Notes, the Company also issued to the Investors certain common stock warrants (the “Warrants”). The Warrants have certain “full ratchet” anti-dilution adjustments that are triggered when the Company issued securities with a purchase or conversion, exercise or exchange price that is less than the exercise price of the Warrants then in effect at any time. Under the full ratchet anti-dilution adjustments, if the Company issued new securities at a price lower than the then applicable exercise price, (i) the exercise price is reduced to the lower new issue price and (ii) the number of warrant shares is proportionately increased. The Warrants have been previously adjusted following past issuances of Company securities. On April 18, 2024, there were approximately
NOTE 11. SERIES A PREFERRED STOCK
Holders of Series A Preferred Stock are entitled to cumulative dividends at a rate of
The Series A Preferred Stock may be converted into shares of common stock at the option of the Company if the closing price of the common stock exceeds $
11
the holder at any time. The Company has the right to redeem the Series A Preferred Stock at a price of $
Except as otherwise required by law (or with respect to approval of certain actions), the Series A Preferred Stock shall have no voting rights. Upon any liquidation, dissolution or winding up of the Company, after payment or provision for payment of debts and other liabilities of the Company, the holders of Series A Preferred Stock shall be entitled to receive, pari passu with any distribution to the holders of common stock of the Company, an amount equal to $8.00 per share of Series A Preferred Stock plus any accrued and unpaid dividends.
As of March 31, 2025, there were
NOTE 12. SERIES 1C PREFERRED STOCK
On October 17, 2024, the Company entered into a securities purchase agreement with accredited investors for a convertible preferred stock financing for approximately $
Holders of the Series 1C Preferred Stock are entitled to dividends on the per share stated value in the amount of
If at any time the closing sale price of the Company’s common stock equals at least
Upon our liquidation, dissolution or winding up, holders of Series 1C Preferred Stock shall be entitled to receive in cash out of the assets of the Company, before any amount shall be paid to the holders of any of shares of common stock, an amount per share of Series 1C Preferred Stock equal to the greater of (A)
On any matter presented to the stockholders of the Company for their action or consideration at any meeting of stockholders of the Company (or by written consent of stockholders in lieu of meeting), each holder of outstanding shares of Series 1C Preferred Stock shall be entitled to cast the number of votes equal to the number of whole shares of common stock into which the outstanding shares of Series 1C Preferred Stock held by such holder are convertible as of the record date (but only after giving effect to the maximum percentage conversion limitations referred to above). Except as provided by law or by the other provisions of the Series 1C Preferred Stock, holders of Series 1C Preferred Stock shall vote together with the holders of common stock as a single class and on an as-converted to common stock basis.
12
NOTE 13. STOCKHOLDERS’ EQUITY (DEFICIT)
Common Stock
At March 31, 2025, the Company had
At The Market Offering
On May 16, 2024, the Company entered into an At The Market Offering Agreement (the “ATM Agreement”) with H.C. Wainwright & Co., LLC, as sales agent (“Wainwright”), to sell shares of its common stock, par value $
During the three months ended March 31, 2025, the Company sold
Preferred Stock
At March 31, 2025, the Company had
Warrants
As of March 31, 2025, there are approximately
Series A Preferred Stock
Refer to Note 11 for information on Series A Preferred Stock.
Series 1C Preferred Stock
Refer to Note 12 for information on Series 1C Preferred Stock.
NOTE 14. SHARE-BASED COMPENSATION
In January 2024, the Company granted
The Company had a total of
13
|
|
Shares |
|
|
Weighted Average Grant Date Fair Value |
|
||
Non-vested at January 1, 2025 |
|
|
|
|
$ |
|
||
Granted |
|
|
- |
|
|
|
- |
|
Vested |
|
|
( |
) |
|
|
|
|
Forfeited |
|
|
- |
|
|
|
- |
|
Non-vested at March 31, 2025 |
|
|
|
|
$ |
|
||
The fair values of the respective vesting dates of RSUs were approximately $
In August 2024, the Company granted
The Company had a total of
|
|
Shares |
|
|
Weighted Average Exercise Price |
|
||
Stock Options Outstanding at January 1, 2025 |
|
|
|
|
$ |
|
||
Granted |
|
|
|
|
|
|
||
Exercised |
|
|
- |
|
|
|
- |
|
Forfeited / Expired |
|
|
- |
|
|
|
- |
|
Stock Options Outstanding at March 31, 2025 |
|
|
|
|
$ |
|
||
The weighted average remaining contractual term for these options at March 31, 2025, was approximately
|
Inputs |
|
|
Expected stock price volatility |
|
% |
|
Dividend yield |
|
% |
|
Risk-free interest rate |
|
% |
|
Expected life of the options (in years) |
|
|
|
The Company utilized the simplified method for estimating the stock options granted as the Company has experienced significant changes in its business and the historical data may not provide a reasonable basis upon which to estimate expected term.
NOTE 15. COMMITMENTS AND CONTINGENCIES
The Company is subject to various legal proceedings, both asserted and unasserted, that arise in the ordinary course of business. The Company cannot predict the ultimate outcome of such legal proceedings or in certain instances provide reasonable ranges of potential losses. However, as of the date of this report, the Company believes that none of these claims will have a material adverse effect on its financial position or results of operations. In the event of unexpected subsequent developments and given the inherent unpredictability of these legal proceedings, there can be no assurance that the Company’s assessment of any claim will reflect the ultimate outcome, and an adverse outcome in certain matters could, from time to time,
14
have a material adverse effect on the Company’s financial position or results of operations in particular quarterly or annual periods.
NOTE 16. SUBSEQUENT EVENTS
Subsequent to March 31, 2025, the Company sold
15
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion of our financial condition and results of operations should be read in conjunction with our unaudited financial statements and the notes to those financial statements appearing elsewhere in this Form 10-Q and our audited financial statements and related notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2024 which was filed with the SEC on March 31, 2025. This discussion and analysis contains statements of a forward-looking nature relating to future events or our future financial performance. As a result of many factors, our actual results may differ materially from those anticipated in these forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. You should carefully read the “Risk Factors” section of this Quarterly Report and of our Annual Report on Form 10-K for the year ended December 31, 2024 to gain an understanding of the important factors that could cause actual results to differ materially from our forward-looking statements. Please also see the section entitled “Forward-Looking Statements.”
Overview
We are a solar technology company that manufactures and sells PV solar modules that are flexible, durable, and possess attractive power to weight and power to area performance. Our technology provides renewable power solutions to high-value production and specialty solar markets where traditional rigid solar panels are not suitable, including space power beaming, aerospace, satellites, near earth orbiting vehicles, fixed wing UAV, and agrivoltaics. We operate in these target markets because they have highly specialized needs for power generation and offer attractive pricing due to the significant technological requirements.
We believe the value proposition of Ascent’s proprietary solar technology not only aligns with the needs of customers in our target markets, but also overcomes many of the obstacle’s other solar technologies face in space, aerospace and other markets. Ascent designs and develops finished products for end users in these areas and collaborates with strategic partners to design and develop integrated solutions for products like satellites, spacecraft, airships and UAV. Ascent sees significant overlap in the needs of end users across some of these markets and believes it can achieve economies of scale in sourcing, development, and production in commercializing products for these customers.
The integration of Ascent's solar modules into space, near space, and aeronautic vehicles with ultra-lightweight and flexible solar modules is an important market opportunity for the Company. Customers in this market have historically required a high level of durability, high voltage and conversion efficiency from solar module suppliers, and we believe our products are well suited to compete in this premium market and will fill a void in the satellite market with a lower cost, lighter module and a product that, if struck by an object in space, will create limited space debris.
For the three months ended March 31, 2025, we generated $15,624 of total revenue. As of March 31, 2025, we had an accumulated deficit of $493,283,006.
Due to the high durability enabled by the monolithic integration employed by our technology, the capability to customize modules into different form factors and what we believe is the industry leading light weight and flexibility provided by our modules, we believe that the potential applications for our products are extensive, including integrated solutions anywhere that may need power generation such as power beaming solutions, vehicles in space or in flight or dual-use installations on agricultural land.
Commercialization and Manufacturing Strategy
We manufacture our products by affixing a thin CIGS layer to a flexible, plastic substrate using a large format, roll-to-roll process that permits us to fabricate our flexible PV modules in an integrated sequential operation. We use proprietary monolithic integration techniques which enable us to form complete PV modules with little to no costly back-end assembly of inter-cell connections. Traditional PV manufacturers assemble PV modules by bonding or soldering discrete PV cells together. This manufacturing step typically increases manufacturing costs and, at times, proves detrimental to the overall yield and reliability of the finished product. By reducing or eliminating this added step, using our proprietary monolithic integration techniques, we believe we can achieve cost savings in, and increase the reliability of, our PV modules.
We plan to continue the development of our current PV technology to increase module efficiency, improve our manufacturing tooling and process capabilities and reduce manufacturing costs.
16
Significant Trends, Uncertainties and Challenges
We believe the significant trends, uncertainties and challenges that directly or indirectly affect our financial performance and results of operations include:
Basis of Presentation: The accompanying unaudited condensed financial statements have been derived from the accounting records of Ascent Solar Technologies, Inc. as of March 31, 2025 and December 31, 2024, and the results of operations for the three months ended March 31, 2025 and 2024.
Critical Accounting Policies and Estimates
Critical accounting policies used in reporting our financial results are reviewed by management on a regular basis. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosure of contingent assets and liabilities. Processes used to develop these estimates are evaluated on an ongoing basis. Estimates are based on historical experience and various other assumptions that are believed to be reasonable for making judgments about the carrying value of assets and liabilities. Actual results may differ as outcomes from assumptions may change.
The Company’s significant accounting policies were described in Note 2 to the audited financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. There have been no significant changes to our accounting policies as of March 31, 2025.
Results of Operations
17
Comparison of the Three Months Ended March 31, 2025 and 2024
|
|
Three Months Ended |
|
|
|
|
||||||
|
|
2025 |
|
|
2024 |
|
|
$ Change |
|
|||
Revenues |
|
|
|
|
|
|
|
|
|
|||
Product Revenue |
|
$ |
15,624 |
|
|
$ |
5,600 |
|
|
$ |
10,024 |
|
|
|
|
|
|
|
|
|
|
|
|||
Costs and Expenses |
|
|
|
|
|
|
|
|
|
|||
Cost of Revenue |
|
|
24,115 |
|
|
|
9,388 |
|
|
|
14,727 |
|
Research, development and |
|
|
558,744 |
|
|
|
607,233 |
|
|
|
(48,489 |
) |
Selling, general and administrative |
|
|
950,771 |
|
|
|
1,060,041 |
|
|
|
(109,270 |
) |
Share-based compensation |
|
|
211,513 |
|
|
|
259,234 |
|
|
|
(47,721 |
) |
Depreciation and amortization |
|
|
16,911 |
|
|
|
20,757 |
|
|
|
(3,846 |
) |
Impairment loss |
|
|
- |
|
|
|
524,481 |
|
|
|
(524,481 |
) |
Total Costs and Expenses |
|
|
1,762,054 |
|
|
|
2,481,134 |
|
|
|
(719,080 |
) |
Loss From Operations |
|
|
(1,746,430 |
) |
|
|
(2,475,534 |
) |
|
|
729,104 |
|
|
|
|
|
|
|
|
|
|
|
|||
Other Income/(Expense) |
|
|
|
|
|
|
|
|
|
|||
Other Income/(Expense), net |
|
|
87,385 |
|
|
|
64,323 |
|
|
|
23,062 |
|
Interest Expense |
|
|
(15,251 |
) |
|
|
(126,555 |
) |
|
|
111,304 |
|
Total Other Income/(Expense) |
|
|
72,134 |
|
|
|
(62,232 |
) |
|
|
134,366 |
|
Income/(Loss) on Equity Method Investments |
|
|
- |
|
|
|
24 |
|
|
|
(24 |
) |
Net (Loss)/Income |
|
$ |
(1,674,296 |
) |
|
$ |
(2,537,742 |
) |
|
$ |
863,446 |
|
Total Revenues. Our total revenues increased by $10,024, or 179%, for the three months ended March 31, 2025 when compared to the same period in 2024. This is primarily due to the Company receiving more purchase orders in 2025 compared to 2024.
Cost of revenue. Cost of revenues is primarily comprised of repair and maintenance, material costs, and direct labor and overhead expenses. Our Cost of revenues increased by $14,727, or 157%, for the three months ended March 31, 2025 when compared to the same period in 2024. This increase is primarily due to the increase in sales.
Research, development and manufacturing operations. Research, development and manufacturing operations costs include costs incurred for product development, pre-production and production activities in our manufacturing facility. Research, development and manufacturing operations costs also include costs related to technology development. Research, development and manufacturing operations costs decreased by $48,489, or 8%, for the three months ended March 31, 2025 when compared to the same period in 2024. This is primarily due to a decrease in preproduction and manufacturing operations cost as the Company continued to focused on product and technology improvements in the current period.
Selling, general and administrative. Selling, general and administrative expenses decreased by $109,270, or 10% for the three months ended March 31, 2025 compared to the same period in 2024. This decrease is primarily due to lower personnel and professional service costs incurred in the current period compared to the prior period.
Share-based compensation. Share-based compensation expense decreased by $47,721 or 18% for the three months ended March 31, 2025 when compared to the same period in 2024. The decrease is due to less RSU awards being expensed for the three months ended March 31, 2025, partially offset by stock option grant expenses.
Other Income/Expense. Other income was $72,134 for the three months ended March 31, 2025, compared to other expense of $62,232 for the same period in 2024, an increase of $134,366. The increase is due primarily to a decrease in interest expense resulting from the conversions and payoff of the December 2022 convertible debt and bridge loans and other income recognized during 2025.
18
Net Loss. Our Net Loss decreased by $863,446, or 34%, for the three months ended March 31, 2025 compared to the same period in 2024 due primarily to the items mentioned above.
Liquidity and Capital Resources
The Company has continued limited PV production at its manufacturing facility. The Company does not expect that sales revenue and cash flows will be sufficient to support operations and cash requirements until it has fully implemented its strategy of selling high value PV products and manufacturing at full industrial scale. During the three months ended March 31, 2025 the Company used $1,550,030 in cash for operations.
Additionally, projected total revenues are not anticipated to result in a positive cash flow position for the year overall and, as of March 31, 2025, while the Company has working capital of $567,612, Management believes that additional financing will be required for the Company to reach a level of sufficient sales to achieve profitability.
The Company continues to accelerate sales and marketing efforts related to its specialty PV application strategies through expansion of its sales and distribution channels. The Company continues activities to secure additional financing through strategic or financial investors, but there is no assurance the Company will be able to raise additional capital on acceptable terms or at all. If the Company's revenues do not increase rapidly, and/or additional financing is not obtained, the Company will be required to significantly curtail operations to reduce costs and/or sell assets. Such actions would likely have an adverse impact on the Company's future operations.
As a result of the Company’s recurring losses from operations, and the need for additional financing to fund its operating and capital requirements, there is uncertainty regarding the Company’s ability to maintain liquidity sufficient to operate its business effectively, which raises substantial doubt as to the Company’s ability to continue as a going concern.
Management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. These financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.
Statements of Cash Flows Comparison of the Three Months Ended March 31, 2025 and 2024
For the three months ended March 31, 2025, our cash used in operations was $1,550,030 compared to $1,197,861 for the three months ended March 31, 2024, an increase of $352,169. This increase is due primarily to timing of cash outflows. The three months ended March 31, 2025 net cash used in operations of $1,550,030 were primarily funded from 2024 and 2025 financing agreements. In 2024, the Company was raising capital and deferred payments. For the three months ended March 31, 2025, cash used in investing activities was $483 compared to $0 used in investing activities for the three months ended March 31, 2024. For the three months ended March 31, 2025, our cash provided by financing activities was $635,585 compared to $336,602 for the three months ended March 31, 2024, an increase of $298,983. Cash provided by financing activities in 2025 was primarily derived from the ATM agreement partially offset by the bridge loan repayments. During the three months ended March 31, 2024, cash provided by financing activities were primarily attributable to bridge loan proceeds partially offset by the bridge loan repayments.
Off Balance Sheet Transactions
As of March 31, 2025, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.
Smaller Reporting Company Status
We are a “smaller reporting company” meaning that the market value of our stock held by non-affiliates is less than $700 million and our annual revenue was less than $100 million during the most recently completed fiscal year. We may continue to be a smaller reporting company if either (i) the market value of our stock held by non-affiliates is less than $250 million or (ii) our annual revenue was less than $100 million during the most recently completed fiscal year and the market value of our stock held by non-affiliates is less than $700 million. As a smaller reporting company, we may rely on exemptions from certain disclosure requirements that are available to smaller reporting companies. Specifically, as a smaller reporting company we may choose to present only the two most recent fiscal years of audited financial statements in our Annual Report on Form 10-K and smaller reporting companies have reduced disclosure obligations regarding executive compensation.
19
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Foreign Currency Exchange Risk
Although our reporting currency is the U.S. Dollar, we may conduct business and incur costs in the local currencies of other countries in which we may operate, make sales and buy materials. As a result, we are subject to currency translation risk. Further, changes in exchange rates between foreign currencies and the U.S. Dollar could affect our future net sales and cost of sales and could result in exchange losses.
We currently do not engage in hedging transactions to reduce our exposure to changes in currency exchange rates, although, we may do so in the future.
We hold no significant funds and have no significant future obligations denominated in foreign currencies as of March 31, 2025.
Interest Rate Risk
Our exposure to market risks for changes in interest rates relates primarily to our cash equivalents and investment portfolio. As of March 31, 2025, our cash equivalents consisted of operating accounts held with financial institutions and investments in money market funds. From time to time, we hold restricted funds, money market funds, investments in U.S. government securities and high-quality corporate securities. The primary objective of our investment activities is to preserve principal and provide liquidity on demand, while at the same time maximizing the income we receive from our investments without significantly increasing risk. The direct risk to us associated with fluctuating interest rates is limited to our investment portfolio, and we do not believe a change in interest rates will have a significant impact on our financial position, results of operations, or cash flows.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms. Our disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management as appropriate to allow timely decisions regarding required disclosures. Our management conducted an evaluation required by Rules 13a-15 and 15d-15 under the Exchange Act of the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15 and 15d-15 under the Exchange Act as of March 31, 2025. Based on this evaluation, our management concluded the design and operation of our disclosure controls and procedures were effective as of March 31, 2025.
Changes in Internal Control Over Financial Reporting
There were no changes in internal control over financial reporting during the three months ended March 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II. OTHER INFORMATION
Item 1. Legal Proceedings
From time to time, we may become involved in legal proceedings arising in the ordinary course of our business. Except as discussed in Note 15 to the financial statements, there were no events required to be reported under Item 1 for the three months ended March 31, 2025, within Part II, Item 1 of this report.
Item 1A. Risk Factors
In addition to the information set forth in this Form 10-Q, you should carefully consider the risk factors disclosed under the heading “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2024. Except as set forth below, there have been no material changes to our risk factors from those included in our Annual Report on Form 10-K for the year ended December 31, 2024.
As long as our executive officers, board members and advisory board members, in the aggregate, maintain their current holdings of our equity securities, they will be able to significantly influence all matters requiring stockholder approval.
Upon completion of the Series 1C Preferred Stock funding, executive officers, directors, and advisory board members hold an aggregate of approximately 1,900 shares of Series 1C Preferred Stock. The Series 1C Preferred Stock is entitled to vote along with our common stock on an as-converted to common basis. The shares of Series 1C Preferred Stock owned by such executive officers, directors and advisors (after giving effect to the 4.99% maximum percentage conversion limitations contained in the Series 1C Preferred Stock terms) would be entitled to cast, in the aggregate, approximately 15% votes on any matter to be considered by stockholders for approval at any meeting of stockholders of the Company (or by written consent of stockholders in lieu of meeting), based upon approximately 1,813,775 shares of common stock currently outstanding. These executive officers, directors, and advisors, therefore, will, for the foreseeable future, have significant influence over our management and affairs, and will be able to significantly influence all matters requiring stockholder approval, including the election of directors and significant corporate transactions such as mergers or sales of our Company or assets.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Not applicable.
Issuer Purchases of Equity Securities
We did not repurchase any of our equity securities during the three months ended March 31, 2025.
Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
Rule 10b5-1 Sales Plans
Our policy governing transactions in our securities by directors, officers, and employees permits our officers, directors, and certain other persons to enter into trading plans complying with Rule 10b5-1 under the Exchange Act. Generally, under these trading plans, the individual relinquishes control over the transactions once the trading plan is put into place and can only put such plans into place while the individual is not in possession of material non-public information. Accordingly, sales under these plans may occur at any time, including possibly before, simultaneously with, or immediately after significant events involving our company.
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During the three months ended March 31, 2025,
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Item 6. Exhibits
The exhibits listed on the accompanying Index to Exhibits on this Form 10-Q are filed or incorporated into this Form 10-Q by reference.
EXHIBIT INDEX
Exhibit No. |
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Description |
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1.1 |
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3.1 |
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3.2 |
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3.3 |
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3.4 |
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3.5 |
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3.6 |
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3.7
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3.8
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3.9 |
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3.10 |
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3.11 |
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3.12 |
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3.13 |
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3.14 |
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3.15 |
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3.16
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3.17
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3.18
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3.19
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3.20 |
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4.1 |
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4.2 |
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4.3
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4.4 |
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4.5 |
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4.6 |
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4.7 |
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4.8 |
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4.9 |
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4.10
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4.11 |
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4.12 |
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4.13 |
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4.14 |
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10.1 CTR |
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10.2 CTR |
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10.3 |
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10.4 CTR |
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10.5 |
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10.6 CTR |
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10.7 |
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10.8† |
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10.9† |
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10.10+ |
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10.11+ |
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10.12 |
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10.13 |
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10.14 |
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10.15 |
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10.16 |
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10.17† |
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10.18 |
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10.19† |
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10.20† |
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10.21† |
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25
10.22 |
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10.23 |
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10.24 |
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10.25 |
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10.26 |
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10.27 |
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19.1 |
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31.1* |
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Chief Executive Officer Certification pursuant to section 302 of the Sarbanes-Oxley Act of 2002 |
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31.2* |
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Chief Financial Officer Certification pursuant to section 302 of the Sarbanes-Oxley Act of 2002 |
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32.1* |
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Chief Executive Officer Certification pursuant to section 906 of the Sarbanes-Oxley Act of 2002 |
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32.2* |
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Chief Financial Officer Certification pursuant to section 906 of the Sarbanes-Oxley Act of 2002 |
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97
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101.INS |
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Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document. |
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101.SCH |
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Inline XBRL Taxonomy Extension Schema Document |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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* |
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Filed herewith |
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CTR |
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Portions of this exhibit have been omitted pursuant to a request for confidential treatment. |
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† |
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Denotes management contract or compensatory plan or arrangement. |
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+ |
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Certain portions of the exhibit have been omitted pursuant to Rule 601(b)(10) of Regulation S-K. The omitted information is (i) not material and (ii) would likely cause competitive harm to the Company if publicly disclosed. |
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ASCENT SOLAR TECHNOLOGIES, INC.
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, thereunto duly authorized on the 14th day of May, 2025.
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May 14, 2025 |
By: |
/s/ PAUL WARLEY |
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Paul Warley Chief Executive Officer (Principal Executive Officer) |
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May 14, 2025 |
By: |
/s/ JIN JO |
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Jin Jo Chief Financial Officer (Principal Financial and Accounting Officer) |
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