Form 8-K
8-K — Ascent Solar Technologies, Inc.
Accession: 0001079973-26-000881
Filed: 2026-06-26
Period: 2026-06-26
CIK: 0001350102
SIC: 3674 (SEMICONDUCTORS & RELATED DEVICES)
Item: Other Events
Item: Financial Statements and Exhibits
Documents
8-K — asti_8k.htm (Primary)
EX-5.1 — OPINION OF CARROLL LEGAL LLC (ex5x1.htm)
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UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
FORM 8-K
CURRENT REPORT
Pursuant
to Section 13 or 15(d) of
The
Securities Exchange Act of 1934
Date of Report (Date of
earliest event reported): June 26,
2026
ASCENT SOLAR
TECHNOLOGIES, INC.
(Exact name of registrant
as specified in its charter)
Delaware
001-32919
20-3672603
(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)
12300 Grant Street
Thornton, CO
80241
(Address of principal executive offices)
(Zip Code)
(720) 872-5000
(Registrant’s telephone number, including area code)
Not Applicable
(Former name, or former
address, if changed since last report.)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common
Stock, par value $0.0001 per share
ASTI
Nasdaq Capital
Market
Indicate by check mark whether
the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
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. ☐
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,
pursuant to prospectus supplements dated May 23, 2024, May 30, 2024 and August 20, 2025, 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 (the “Initial Registration Statement”), the Company increased the amount available for sale
under the ATM Agreement, up to an additional aggregate offering price of $4,344,000, $3,981,000 and $758,818 of Shares, respectively.
The Company has determined
to increase the amount available for sale under the ATM Agreement, up to an additional aggregate offering price of $15,000,000 of Shares.
The Shares will be issued pursuant to our shelf registration statement on Form S-3 (File No. 333-291104) initially filed by the Company
with the SEC on October 27, 2025, and declared effective by the SEC on December 30, 2025 (the “Registration Statement”) and
the related prospectus supplement (the “Prospectus Supplement”), dated June 26, 2026.
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 1,804,444 shares of common stock under the ATM Agreement for gross proceeds of approximately $12,657,279.56. The Company’s
current outstanding shares of common stock are 9,816,431 as of June 26, 2026.
Item 9.01. Financial Statements and Exhibits.
(d)
Exhibits
Exhibit
Number
Description
5.1
Opinion of Carrol Legal LLC, dated June 26, 2026
23.1
Consent of Carroll Legal LLC (included in Exhibit 5.1)
104
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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.
June 26, 2026
By:
/s/ Jin Jo
Name: Jin Jo
Title: Chief Financial Officer
EX-5.1 — OPINION OF CARROLL LEGAL LLC
EX-5.1
Filename: ex5x1.htm · Sequence: 2
Exhibit 5.1
CARROLL LEGAL LLC
1449 Wynkoop Street
Suite 507
Denver, CO 80202
June 26, 2026
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 $15,000,000 (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 27, 2026 (File No. 333-291104) (as amended, the “Registration Statement”),
the base prospectus, dated December 30, 2025, included in the Registration Statement (the “Base Prospectus”) and the prospectus
supplement, dated June 26, 2026, 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
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