Ascent Solar Technologies, Inc. (“Ascent,”) (Nasdaq: ASTI), a U.S. innovator in the design and manufacturing of featherweight, flexible thin-film photovoltaic (PV) solutions, announced that, as previously disclosed on December 19, 2022, the Company entered into a Securities Purchase Contract with two institutional investors. Pursuant to the Purchase Contract, the Company 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 issues 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 issues 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. Currently, there are 5,596,232 Warrants exercisable at an exercise price of $1.765.
On March 6, 2024, and March 7, 2024, the Company entered into Warrant Repurchase agreements (the “Repurchase Agreements”) with each of the investors. Pursuant to the Repurchase Agreements, if the Company closes a new capital raising transaction with gross proceeds in excess of $5 million (“Qualified Financing”), the Company will repurchase the Warrants from the investors for an aggregate purchase price of $3.6 million. Following the delivery of the purchase price to the investors, the investors will relinquish all rights, title and interest in the Warrants and assign the same to the Company, and the Warrants will be canceled.
So long as the Repurchase Agreements are in effect, the investors have agreed not to directly or indirectly sell or assign the Warrants. The investors retain the right to exercise the Warrants at the current exercise price (currently $1.765 per share) at any time proper to the completion of the Qualified Financing. In the case of any such exercise, the $3.6 million aggregate repurchase price will be reduced on a pro-rata percentage basis.
If the closing under the Repurchase Agreements has not occurred by April 12, 2024, then, at the election of either the Company or the Investors, by written notice to the other, the Repurchase Agreements may be terminated. In the event of any termination of the Repurchase Agreements, the Warrants shall remain outstanding with all existing terms unchanged.
