Ascent Solar Technologies, Inc S-3/A, filed Feb 9, 2026
Ascent Solar Technologies, Inc. (ASTI)
As filed with the U.S. Securities and Exchange Commission on February 9, 2025.
Registration No. 333-293097
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
|
PRE-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 |
| REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 |
Ascent Solar Technologies, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 3674 | 20-3672603 | ||
| (State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
12300 Grant Street
Thornton, Colorado 80241
(720) 872-5000
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Jin Jo
Chief Financial Officer
Ascent Solar Technologies, Inc.
12300 Grant Street
Thornton, Colorado 80241
(720) 872-5000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Please send a copy of all communications to:
James H. Carroll, Esq.
Carroll Legal LLC
1449 Wynkoop Street, Suite 507
Denver, CO 80202
(303) 888-4859
Approximate date of commencement proposed sale to the public: From time to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
| Large accelerated filer ☐ | Accelerated filer ☐ | |
| Non-accelerated filer ☒ | Smaller reporting company ☒ | |
| Emerging growth company filer ☐ |
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 7(a)(2)(B) of Securities Act. ☐
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
Ascent Solar Technologies, Inc.. (the “Company”) is filing this Pre-Effective Amendment No. 1 (the “Amendment”) to its Registration Statement on Form S-3 (Registration No. 333-293097) (the “Registration Statement”) as an exhibits-only filing to file an updated auditor consent in Exhibit 23.1. Accordingly, this Amendment consists only of the facing page, this explanatory note, Item 16 of Part II of the Registration Statement, including the signature page and the exhibit index, and the filed exhibits. The prospectus is unchanged and has been omitted.
Item 16. Exhibits.
The following exhibits are filed with this Registration Statement.
The agreements included or incorporated by reference as exhibits to this registration statement contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties were made solely for the benefit of the other parties to the applicable agreement and (i) were not intended to be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate; (ii) may have been qualified in such agreement by disclosures that were made to the other party in connection with the negotiation of the applicable agreement; (iii) may apply contract standards of “materiality” that are different from “materiality” under the applicable securities laws; and (iv) were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement.
The undersigned registrant acknowledges that, notwithstanding the inclusion of the foregoing cautionary statements, it is responsible for considering whether additional specific disclosures of material information regarding material contractual provisions are required to make the statements in this registration statement not misleading.
| II-1 |
| * | Filed herewith. |
|
**
|
If applicable, to be filed by an amendment or as an exhibit to a report pursuant to section 13(a) or section 15(d) of the Exchange Act and incorporated by reference. |
| *** | Previously filed. |
| II-2 |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Thornton, State of Colorado, on this 9th day of February, 2026.
| ASCENT SOLAR TECHNOLOGIES, INC. | ||
| By: | /s/ Jin Jo | |
| Jin Jo | ||
| Chief Financial Officer | ||
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date | ||
| * | President and Chief Executive Officer | February 9, 2026 | ||
| Paul Warley | (Principal Executive Officer) | |||
| /s/ Jin Jo | Chief Financial Officer | February 9, 2026 | ||
| Jin Jo | (Principal Financial Officer and Principal Accounting Officer) | |||
| * | Director | February 9, 2026 | ||
| David Peterson | ||||
| * | Director | February 9, 2026 | ||
| Louis Berzovsky | ||||
| * | Director | February 9, 2026 | ||
| Forrest Reynolds | ||||
| * | Director | February 9 , 2026 | ||
| Gregory Thompson | ||||
* Jin Jo, by signing her name hereto, does hereby sign this document on behalf of each of the persons named above pursuant to the powers of attorney filed with the Securities and Exchange Commission.
| By: | /s/ Jin Jo | |
| Jin Jo | ||
| Chief Financial Officer |
| II-3 |
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Pre-Effective Amendment No. 1 to the Registration Statement on Form S-3 of Ascent Solar Technologies, Inc. of our report dated March 31, 2025, relating to our audit of December 31, 2024 and 2023, financial statements of Ascent Solar Technologies, Inc. Our audit report includes an explanatory paragraph relating to Ascent Solar Technologies, Inc.’s ability to continue as a going concern.
We also consent to the reference to our firm under the caption “Experts” in such Registration Statement.
/s/ Haynie
Haynie
Salt Lake City, Utah
February 9, 2026