Ascent Solar Technologies, Inc. 8-K

What Happened

• Ascent Solar Technologies, Inc. announced on Jan. 23, 2026 (8-K filed Jan. 26, 2026) that it entered a securities purchase agreement for a private placement expected to close on or about Jan. 26, 2026. The deal includes the sale of common stock, pre‑funded warrants and two series of detachable warrants, and is expected to generate approximately $9.2 million in net proceeds for working capital after placement agent fees and expenses.

Key Details

• Securities sold: 454,546 shares of common stock; pre‑funded warrants to purchase up to 1,363,636 shares (exercise $0.0001); Series A warrants for up to 1,818,182 shares and Series B warrants for up to 909,091 shares (both with $5.50 exercise price).
• Purchase price: $5.50 per share with accompanying warrants; $5.4999 per pre‑funded warrant with accompanying warrants.
• Registration rights: Company agreed to file a resale registration statement within 15 days and use best efforts to have it declared effective within 45 days (75 days if SEC full review).
• Placement agent terms: H.C. Wainwright & Co. receives a 7% cash fee of gross proceeds, up to $85,000 in legal/out‑of‑pocket reimbursements, and placement agent warrants to buy up to 127,272 shares at $6.875 (5‑year term). Additional placement agent fees/warrants apply on warrant exercises; prior related placement agent payments/warrants (2025) also specified.
• Exercise/ownership limits: Warrant holders are subject to beneficial ownership caps (4.99% default, optional 9.99% with notice). Certain timing and issuance restrictions apply to the Company until after the registration statement effective date (including limited exceptions for an ATM offering).

Why It Matters

• This financing provides near‑term liquidity (about $9.2M net) intended for working capital, which can help fund operations while the company pursues its business plan. However, the issuance includes a large number of exercisable warrants that can dilute existing shareholders if exercised. The registration rights mean resale of the newly issued securities should be registered relatively quickly, affecting available float. Investors should note placement agent costs reduce proceeds and the ownership caps and timing restrictions that limit some corporate actions until the registration becomes effective.