ASTI 8-K
Ascent Solar Technologies, Inc. (ASTI)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 8.01 | Other Events. |
As previously disclosed, on May 16, 2024, Ascent Solar Technologies, Inc., a Delaware corporation (“we,” “us,” the “Company” or “Ascent”), 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 $0.0001 per share (the “Shares”), with an aggregate sales price of initially up to $4,219,000, from time to time, through an “at the market offering” program.
As previously disclosed, on May 23, 2024, the Company increased the amount available for sale under the ATM Agreement, up to an additional aggregate offering price of $4,344,000.
The Company has determined to increase the amount available for sale under the ATM Agreement, up to an additional aggregate offering price of $3,981,000.
The Shares will be issued pursuant to our shelf registration statement on Form S-3 (File No. 333-267971) initially filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) on October 21, 2022 and declared effective by the SEC on November 7, 2022, and a related prospectus supplement (the “Prospectus Supplement”), dated May 30, 2024, and the accompanying prospectus filed with the SEC on the date hereof in connection with the offer and sale of the Shares.
Because there is no minimum offering amount required pursuant to the ATM Agreement, the total number of Shares to be sold under the ATM agreement, if any, and proceeds to the Company, if any, are not determinable at this time. The Company expects to use any net proceeds primarily for general and administrative expenses and other general corporate purposes. The Company’s management will have significant discretion and flexibility in applying the net proceeds from the sale of these securities.
This Current Report does not constitute an offer to sell or the solicitation of an offer to buy any security nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
Attached hereto as Exhibit 5.1, and incorporated by reference to the Prospectus Supplement, is the opinion of Carroll Legal LLC relating to the legality of the issuance and sale of the Shares.
Since May 16, 2024, the Company has sold 47,566,743 shares of common stock under the ATM Agreement for gross proceeds of approximately $7,903,323. The Company’s current outstanding shares of common stock are 90,699,176 as of May 29, 2024.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits | ||
|
Exhibit Number |
Description | ||
| 5.1 | Opinion of Carrol Legal LLC, dated May 30, 2024 | ||
| 23.1 | Consent of Carroll Legal LLC (included in Exhibit 5.1) | ||
| 104 | Cover Page Interactive Data File - the cover page iXBRL tags are embedded within the Inline XBRL document |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ASCENT SOLAR TECHNOLOGIES, INC. | ||||||||
| May 30, 2024 | By: | /s/ Jin Jo | ||||||
| Name: Jin Jo | ||||||||
| Title: Chief Financial Officer | ||||||||
Exhibit 5.1
CARROLL LEGAL LLC
1449 Wynkoop Street
Suite 507
Denver, CO 80202
May 30, 2024
Ascent Solar Technologies, Inc.
12300 Grant Street
Thornton, Colorado 80241
Re: At-The-Market Offering pursuant to Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as counsel to Ascent Solar Technologies, Inc., a Delaware corporation (the “Company”), in connection with the sale through H.C. Wainwright & Co., LLC (the “Manager”), as the sales agent, from time to time by the Company of shares of the common stock of the Company, par value $0.0001 per share (the “Common Stock”), having an aggregate offering price of up to $3,981,000 (the “Shares”), to be issued pursuant to a registration statement on Form S-3 initially filed by the Company with the Securities and Exchange Commission (the “Commission”) on October 21, 2022 (File No. 333-267971) (as amended, the “Registration Statement”), the base prospectus, dated November 7, 2022, included in the Registration Statement (the “Base Prospectus”) and a prospectus supplement, dated May 30, 2024, filed with the Commission pursuant to Rule 424(b) of the Securities Act of 1933, as amended (the “Act”) (the “Prospectus Supplement” and together with the Base Prospectus, the “Prospectus”), and that certain At The Market Offering Agreement, dated as of May 16, 2024, by and between the Company and the Manager (the “Offering Agreement”).
This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or the Prospectus, other than as expressly stated herein with respect to the issue of the Shares.
You have requested our opinion as to the matters set forth below in connection with the Registration Statement and the Offering Agreement. For purposes of rendering the opinion set forth below, we have examined such documents and reviewed such questions of law as we have considered necessary and appropriate for the purposes of our opinion including (i) the Registration Statement, including the exhibits filed therewith, (ii) the Base Prospectus, (iii) the Prospectus Supplement, (iv) the Company’s amended and restated certificate of incorporation, as amended (the “Certificate of Incorporation”), (v) the Company’s second amended and restated bylaws, as amended, (vi) the Offering Agreement, and (vii) the corporate resolutions and other actions of the Company that authorize and provide for the filing of the Prospectus Supplement and the issuance of the Shares pursuant thereto and the Offering Agreement, and we have made such other investigation as we have deemed appropriate. We have not independently established any of the facts so relied on.
For purposes of this opinion letter, we have assumed the accuracy and completeness of each document submitted to us, the genuineness of all signatures on original documents, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as facsimile, electronic, certified, conformed or photostatic copies thereof, and the due execution and delivery of all documents where due execution and delivery are prerequisites to the effectiveness thereof. We have further assumed the legal capacity of natural persons, that persons identified to us as officers of the Company are actually serving in such capacity, that the representations of officers and employees of the Company are correct as to questions of fact, that the board of directors will have taken all action necessary to set the issuance price of the Shares to be offered and sold and that each party to the documents we have examined or relied on (other than the Company) has the power, corporate or other, to enter into and perform all obligations thereunder and also have assumed the due authorization by all requisite action, corporate or other, the execution and delivery by such parties of such documents, and the validity and binding effect thereof on such parties. We have not independently verified any of these assumptions.
The opinions expressed in this opinion letter are limited to the General Corporation Law of the State of Delaware (the “DGCL”) and the applicable statutory provisions of the Delaware Constitution and the reported judicial decisions interpreting such statute and provisions and, solely in connection with the opinion given below. We are not opining on, and we assume no responsibility for, the applicability to or effect on any of the matters covered herein of (a) any other laws; (b) the laws of any other jurisdiction; or (c) the laws of any county, municipality or other political subdivision or local governmental agency or authority.
Based on the foregoing and in reliance thereon, and subject to the assumptions, qualifications, limitations and exceptions set forth below, we are of the opinion that:
| 1. | The Shares have been duly authorized by all requisite corporate action on the part of the Company, and when the Shares are issued and paid for as described in the Prospectus in accordance with the terms of the Offering Agreement, the Shares will be validly issued, fully paid and non-assessable. |
In rendering the foregoing opinion, we have assumed that (i) the Company will comply with all applicable notice requirements regarding uncertificated shares provided in the DGCL and (ii) upon the issue of any of the Shares, the total number of shares of Common Stock issued and outstanding will not exceed the total number of shares of Common Stock that the Company is then authorized to issue under its Certificate of Incorporation.
We hereby consent to the filing of this opinion with the Commission as Exhibit 5.1 to the Company’s Current Report on Form 8-K being filed on the date hereof and incorporated by reference in the Prospectus. We also hereby consent to the reference to our firm under the heading “Legal Matters” in the Prospectus and in each case in any amendment or supplement thereto. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 and Section 11 of the Act, or the rules and regulations of the Commission promulgated thereunder, nor do we admit that we are experts with respect to any part of the Prospectus within the meaning of the term “expert” as used in the Act or the related rules and regulations of the Commission promulgated thereunder.
Yours truly,
CARROLL LEGAL LLC
By: /s/ James H. Carroll
Name: James H. Carroll
Title: Managing Member