Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted ~~electronically and posted on its corporate Web site, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act:

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.☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of May ~~24, 2021,~~12, 2022, there were ~~18,345,583,473~~30,586,804 shares of our common stock issued and outstanding.

This Quarterly Report on Form 10-Q includes “forward-looking statements” that involve risks and uncertainties. Forward-looking statements include statements concerning our plans, objectives, goals, strategies, future events, future net sales or performance, capital expenditures, financing needs, plans or intentions relating to acquisitions, business trends and other information that is not historical information and, in particular, appear under headings including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business.” When used in this Quarterly Report, the words “estimates,” “expects,” “anticipates,” “projects,” “plans,” “intends,” “believes,” “forecasts,” “foresees,” “likely,” “may,” “should,” “goal,” “target,” and variations of such words or similar expressions are intended to identify forward-looking statements. All forward-looking statements are based upon information available to us on the date of this Quarterly Report.

These forward-looking statements are subject to risks, uncertainties and other factors, many of which are outside of our control, that could cause actual results to differ materially from the results discussed in the forward-looking statements, including, among other things, the matters discussed in this Quarterly Report in the sections captioned “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Factors you should consider that could cause these differences are:

There may be other factors that could cause our actual results to differ materially from the results referred to in the forward-looking statements. We undertake no obligation to publicly update or revise forward-looking statements to reflect subsequent events or circumstances after the date made, or to reflect the occurrence of unanticipated events, except as required by law.

References to “we,” “us,” “our,” “Ascent,” “Ascent Solar” or the “Company” in this Quarterly Report mean Ascent Solar Technologies, Inc.

	March 31,			December 31,			March 31,			December 31,
	2021			2020			2022			2021
ASSETS
Current Assets:
Cash and cash equivalents	$	3,658,431		$	167,725		$	3,028,362		$	5,961,760
Trade receivables, net of allowance of $26,000 and $45,883, respectively		17,639			5,539
Inventories		664,800			534,431
Trade receivables, net of allowance of $26,000 and $26,000, respectively								561,254			49,250
Inventories, net								637,620			592,172
Prepaid and other current assets		108,167			71,575			659,538			247,736
Total current assets		4,449,037			779,270			4,886,774			6,850,918

Property, Plant and Equipment:		24,867,176			24,867,176			22,483,386			22,425,935
Accumulated depreciation		(24,851,132	)		(24,848,408	)		(22,158,146	)		(22,146,273	)
Property, Plant and Equipment, net								325,240			279,662
		16,044			18,768
Other Assets:
Operating lease right-of-use assets, net		5,475,161			5,633,663			4,816,017			4,984,688
Patents, net of accumulated amortization of $477,250 and $467,102, respectively		412,040			439,836
Patents, net of accumulated amortization of $139,842 and $135,050 respectively								82,111			86,595
Equity method investment								97,665			21,205
Other non-current assets		625,000			500,000			625,000			625,000
		6,512,201			6,573,499
Total Assets		10,977,282			7,371,537		$	10,832,807		$	12,848,068
LIABILITIES AND STOCKHOLDERS’ DEFICIT
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current Liabilities:
Accounts payable	$	622,650		$	736,986		$	600,600		$	642,165
Related party payables		32,500			135,834			45,000			45,000
Accrued expenses		1,206,139			1,518,212			1,395,350			991,534
Accrued interest		443,476			438,063			490,778			475,671
Notes payable		250,000			250,000			250,000			250,000
Current portion of operating lease liability		592,774			575,404			665,585			646,742
Promissory notes, net		193,200			193,200
Embedded derivative liability		-			5,303,984
Total current liabilities		3,340,739			9,151,683			3,447,313			3,051,112
Long-Term Liabilities:
Non-current operating lease liabilities		5,021,754			5,179,229			4,356,168			4,532,490
Non-current secured promissory notes, net		-			5,405,637
Non-current convertible notes, net		7,960,849			7,813,048			946,053			8,076,847
Accrued warranty liability		13,680			14,143			21,225			21,225
Total liabilities		16,337,022			27,563,740			8,770,759			15,681,674
Stockholders’ Deficit:
Series A preferred stock, $.0001 par value; 750,000 shares authorized; 48,100 and 48,100 shares issued and outstanding, respectively ($764,790 and $752,765 Liquidation Preference, respectively)		5			5
Common stock, $0.0001 par value, 20,000,000,000 authorized; 18,345,583,473 and 18,102,583,473 shares issued and outstanding, respectively		1,834,558			1,810,258
Stockholders’ Equity (Deficit):
Series A preferred stock, $.0001 par value; 750,000 shares authorized; 48,100 and 48,100 shares issued and outstanding, respectively ($813,558 and $801,533 Liquidation Preference, respectively)								5			5
Common stock, $0.0001 par value, 500,000,000 authorized; 30,586,804 and 4,786,804 shares issued and outstanding, respectively								3,059			479
Additional paid in capital		412,742,098			399,780,319			434,146,118			424,948,698
Accumulated deficit		(419,936,401	)		(421,782,785	)		(432,080,037	)		(427,782,788	)
Total stockholders’ deficit		(5,359,740	)		(20,192,203	)
Total Liabilities and Stockholders’ Deficit	$	10,977,282		$	7,371,537
Accumulated other comprehensive loss								(7,097	)		-
Total stockholders’ equity (deficit)								2,062,048			(2,833,606	)
Total Liabilities and Stockholders’ Equity (Deficit)							$	10,832,807		$	12,848,068

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

	For the Three Months Ended March 31,						Three Months Ended March 31,
	2021			2020			2022			2021
Revenues
Products	$	165,158		$	4,090		$	54,210		$	165,158
Milestone and engineering								512,000			-
Total Revenues		165,158			4,090			566,210			165,158
Costs and Expenses
Costs of revenue		72,782			72,706			532,890			72,782
Research, development and manufacturing operations		728,036			159,464			1,406,322			728,036
Selling, general and administrative		561,709			69,522			821,266			561,709
Depreciation and amortization		12,872			56,263			16,665			12,872
Total Costs and Expenses		1,375,399			357,955			2,777,143			1,375,399
Loss from Operations		(1,210,241	)		(353,865	)		(2,210,933	)		(1,210,241	)
Other Income/(Expense)
Other income/(expense), net		800			259,600			-			800
Interest expense		(562,079	)		(1,230,692	)		(2,086,314	)		(562,079	)
Change in fair value of derivatives and gain on extinguishment of liabilities, net		3,617,904			7,717,150
Change in fair value of derivatives and gain/(loss) on extinguishment of liabilities, net								-			3,617,904
Total Other Income/(Expense)		3,056,625			6,746,058			(2,086,314	)		3,056,625
Net Income	$	1,846,384		$	6,392,193
Net Income Per Share (Basic)	$	-		$	-
Net Income Per Share (Diluted)	$	-		$	-
Income/(Loss) on Equity Method Investments								(2	)		-
Net Income/(Loss)							$	(4,297,249	)	$	1,846,384
Net Income/(Loss) Per Share (Basic)							$	(0.20	)	$	0.51
Net Income/(Loss) Per Share (Diluted)							$	(0.20	)	$	0.05
Weighted Average Common Shares Outstanding (Basic)		18,168,650,140			4,759,161,650			21,671,248			3,633,730
Weighted Average Common Shares Outstanding (Diluted)		162,557,539,029			56,998,995,050			21,671,248			32,511,508
Other Comprehensive Income/(Loss)
Foreign currency translation gain/(loss)								(7,097	)		-
Net Comprehensive Income/(Loss)							$	(4,304,346	)	$	1,846,384

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Series A
Preferred Stock

Series 1A
Preferred Stock

Common Stock

Additional
Paid-In

Accumulated

Total
Stockholders’
Equity

Shares

Amount

Shares

Amount

Shares

Amount

Capital

Deficit

(Deficit)

Balance at December 31,
   2020

48,100

$
5

1,300

$
-

18,102,583,473

$
1,810,258

$
399,780,319

$
(421,782,785
)

$
(20,192,203
)
Proceeds from issuance of
   Series 1A Preferred
   Stock

-

-

2,500

-

-

-

2,500,000

-

2,500,000

Proceeds from issuance of
  Common Stock

-

-

-

-

75,000,000

7,500

2,992,500

-

3,000,000

Conversion of Global
   Ichiban Note into
   Common Shares

-

-

-

-

168,000,000

16,800

5,783,200

-

5,800,000

Relieved on Conversion of
  Derivative Liability

-

-

-

-

-

-

1,686,079

-

1,686,079

Net Income

1,846,384

1,846,384

Balance at March 31,
   2021

48,100

$
5

3,800

$
-

18,345,583,473

$
1,834,558

$
412,742,098

$
(419,936,401
)

$
(5,359,740
)

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ ~~DEFICIT~~EQUITY (DEFICIT)

Series A
Preferred Stock

Series 1A
Preferred Stock

Common Stock

Additional
Paid-In

Accumulated

Total
Stockholders’
Equity

Shares

Amount

Shares

Amount

Shares

Amount

Capital

Deficit

(Deficit)

Balance, December 31, 2019

48,100

$
5

-

$
-

4,759,161,650

$
475,917

$
397,817,526

$
(423,400,229
)

$
(25,106,781
)
Net Income

-

-

-

-

-

-

-

6,392,193

6,392,193

Balance at March 31, 2020

48,100

$
5

-

$
-

4,759,161,650

$
475,917

$
397,817,526

$
(417,008,036
)

$
(18,714,588
)

	Series A Preferred Stock				Series 1A Preferred Stock					Common Stock				Additional Paid-In			Accumulated			Other Comprehensive			Total Stockholders’ Equity
	Shares		Amount		Shares			Amount		Shares		Amount		Capital			Deficit			Loss			(Deficit)
Balance at January 1, 2022		48,100	$	5		3,700		$	-		4,786,804	$	479	$	424,948,698		$	(427,782,788	)				$	(2,833,606	)
Conversion of TubeSolar Series 1A Preferred Stock into Common Stock		-		-		(2,400	)		-		4,800,000		480		(480	)		-			-			-
Conversion of Crowdex Series 1A Preferred Stock into Common Stock		-		-		(1,300	)		-		2,600,000		260		(260	)		-			-			-
Conversion of BD1 Note into Common Stock		-		-		-			-		15,800,000		1,580		7,898,420			-			-			7,900,000
Conversion of Nanyang Note into Common Stock		-		-		-			-		1,200,000		120		599,880			-			-			600,000
Conversion of Fleur Note into Common Stock		-		-		-			-		1,400,000		140		699,860			-			-			700,000
Net Income		-		-		-			-		-		-		-			(4,297,249	)		-			(4,297,249	)
Foreign currency translation gain/(loss)		-		-		-			-		-		-		-			-			(7,097	)		(7,097	)
Balance at March 31, 2022		48,100	$	5		-		$	-		30,586,804	$	3,059	$	434,146,118		$	(432,080,037	)	$	(7,097	)	$	2,062,048

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

	Series A Preferred Stock				Series 1A Preferred Stock				Common Stock				Additional Paid-In		Accumulated			Total Stockholders’ Equity
	Shares		Amount		Shares		Amount		Shares		Amount		Capital		Deficit			(Deficit)
Balance at January 1, 2021		48,100	$	5		1,300	$	-		3,659,828	$	366	$	401,590,211	$	(421,782,785	)	$	(20,192,203	)
Proceeds from issuance of Series 1A Preferred Stock		-		-		2,500		-		-		-		2,500,000		-			2,500,000
Proceeds from issuance of Common Stock		-		-		-		-		1,500		2		2,999,998		-			3,000,000
Conversion of Global Ichiban Note into Common Shares		-		-		-		-		33,600		3		5,799,997		-			5,800,000
Relieved on Conversion of Derivative Liability		-		-		-		-		-		-		1,686,079		-			1,686,079
Net Income		-		-		-		-		-		-		-		1,846,384			1,846,384
Balance at March 31, 2021		48,100	$	5		3,800	$	-		3,694,928	$	371	$	414,576,285	$	(419,936,401	)	$	(5,359,740	)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

	For the Three Months Ended						For the Three Months Ended
	March 31,						March 31,
	2021			2020			2022			2021
Operating Activities:
Net income/(loss)	$	1,846,384		$	6,392,193		$	(4,297,249	)	$	1,846,384
Adjustments to reconcile net loss to cash used in operating activities:
Adjustments to reconcile net income (loss) to cash used in operating activities:
Depreciation and amortization		12,874			56,265			16,665			12,874
Operating lease asset amortization		158,502			—			168,671			158,502
Realized (gain) on sale and foreclosure of assets		—			(254,600	)
Amortization of deferred financing costs		—			2,692
Non-cash interest expense		—			117,514
Amortization of debt discount		542,164			771,447			2,069,206			542,164
Bad debt expense		—			(141	)
Loss on equity method investment								2			—
Warranty reserve		(463	)		(7,260	)		—			(463	)
Gain on extinguishment of liabilities, net		(3,617,904	)		(7,717,150	)		—			(3,617,904	)
Changes in operating assets and liabilities:
Accounts receivable		(12,100	)		141			(512,004	)		(12,100	)
Inventories		(130,369	)		23,860			(45,448	)		(130,369	)
Prepaid expenses and other current assets		(161,592	)		5,365			(411,802	)		(161,592	)
Accounts payable		(114,339	)		(293,125	)		(41,565	)		(96,691	)
Related party payable		(103,334	)		—			—			(103,334	)
Operating lease liabilities		(140,105	)		—			(157,479	)		(140,105	)
Accrued interest		5,413			333,435			15,107			5,413
Accrued expenses		(312,073	)		319,921			403,816			(312,073	)
Net cash (used in) operating activities		(2,026,942	)		(249,443	)
Net cash used in operating activities								(2,792,080	)		(2,009,294	)
Investing Activities:
Proceeds on sale of Assets		—			254,600
Contributions to equity method investment								(83,559	)		—
Payments on purchase of assets								(57,451	)		—
Patent activity costs		17,648			(157	)		(308	)		—
Net cash provided by investing activities		17,648			254,443
Net cash used in investing activities								(141,318	)		—
Financing Activities:
Repayment of debt		—			(5,000	)
Proceeds from issuance of stock		5,500,000			—			—			5,500,000
Net cash provided by (used in) financing activities		5,500,000			(5,000	)
Net cash provided by financing activities								—			5,500,000
Net change in cash and cash equivalents		3,490,706			—			(2,933,398	)		3,490,706
Cash and cash equivalents at beginning of period		167,725			—			5,961,760			167,725
Cash and cash equivalents at end of period	$	3,658,431		$	—		$	3,028,362		$	3,658,431
Supplemental Cash Flow Information:
Non-Cash Transactions:
Non-cash conversions of preferred stock and convertible notes to equity	$	5,800,000		$	—		$	9,200,000		$	5,800,000
Series 1A preferred stock conversion							$	740		$	—

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

~~The Company~~Ascent Solar Technologies, Inc. and its wholly owned subsidiary, Ascent Solar (Asia) Pte. Ltd. (collectively, the “Company") is focusing on integrating its PV products into high value markets such as aerospace, satellites, near earth orbiting vehicles, and fixed wing unmanned aerial vehicles ~~(UAV)~~(“UAV”). The value proposition of Ascent’s proprietary solar technology not only aligns with the needs of customers in these industries, but also overcomes many of the obstacles other solar technologies face in these unique markets. Ascent has the capability to design and develop finished products for end users in these areas as well as collaborate with strategic partners to design and develop custom integrated solutions for products like fixed-wing UAVs. Ascent sees significant overlap of the needs of end users across some of these industries and can achieve economies of scale in sourcing, development, and production in commercializing products for these customers.

On January 28, 2022 as of 5:00 pm Eastern Time, the Company effected a reverse stock split of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) at a ratio of one-for-five thousand (the “Reverse Stock Split”). The Company’s common stock began trading on a split-adjusted basis at 9:30 am Eastern Time on January 31, 2022. Stockholders also received one whole share of Common Stock in lieu of a fractional share and no fractional shares were issued. All shares and per share amounts in the condensed consolidated financial statements and accompanying notes have been retroactively adjusted to give effect to the Reverse Stock Split.

Following the Reverse Stock Split, the Company’s issued and outstanding shares of Common Stock were decreased from approximately 23.7 billion pre-split shares to 4.8 million post-split shares. In connection with the Reverse Stock Split effectiveness, the number of authorized shares of the Company's Common Stock were decreased from 30 billion to 500 million shares.

The accompanying, unaudited, condensed consolidated financial statements have been derived from the accounting records of ~~Ascent Solar Technologies, Inc. and Ascent Solar (Asia) Pte. Ltd. (collectively, "the Company")~~the Company as of March 31, ~~2021~~2022 and December 31, ~~2020,~~2021, and the results of operations for the three months ended March 31, ~~2021~~2022 and ~~2020. Ascent Solar (Asia) Pte. Ltd. is wholly owned by Ascent Solar Technologies, Inc.~~2021. All significant inter-company balances and transactions have been eliminated in the accompanying condensed consolidated financial statements.

The accompanying, unaudited, condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, these interim financial statements do not include all of the information and footnotes typically found in U.S. GAAP audited annual financial statements. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair statement have been included. The Condensed Consolidated Balance Sheet at December 31, ~~2020~~2021 has been derived from the audited financial statements as of that date but does not include all of the information and footnotes included in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2020.~~2021. These condensed consolidated financial statements and notes should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2020.~~2021.

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Operating results for the three months ended March 31, ~~2021~~2022 are not necessarily indicative of the results that may be expected for the year ending December 31, ~~2021.~~2022.

The Company’s significant accounting policies were described in Note 3 to the audited financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2020.~~2021. There have been no significant changes to our accounting policies as of March 31, ~~2021.~~

~~Derivatives:~~ ~~The Company evaluates its financial instruments under FASB ASC 815,~~ ~~"Derivatives and Hedging"~~ to determine whether the instruments contain an embedded derivative. When an embedded derivative is present, the instrument is evaluated for a fair value adjustment upon issuance and at the end of every reporting period. Any adjustments to fair value are treated as gains and losses in fair values of derivatives and are recorded in the Condensed Consolidated Statements of Operations.

~~Refer to Notes 8, 10 and 11 for further discussion on the embedded derivatives of each instrument.~~

~~Paycheck Protection Program Loan:~~ The Company has elected to account for the forgivable loan received under the Paycheck Protection Program (“PPP”) provisions of the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act as a debt instrument and to accrue interest on the outstanding loan balance. Additional interest at a market rate (due to the stated interest rate of the PPP loan being below market) is not imputed, as the transactions where interest rates prescribed by governmental agencies are excluded from the scope of accounting guidance on imputing interest. The proceeds from the loan will remain recorded as a liability until either (1) the loan is, in part of wholly, forgiven and the Company has been legally released or (2) the Company repays the loan to the lender.2022.

Product revenue. The Company recognizes revenue for the sale of PV modules and other equipment sales at a point in time following the transfer of control of such products to ~~Note 16~~the customer, which typically occurs upon shipment or delivery depending on the terms of the underlying contracts. For module and other equipment sales contracts that contain multiple performance obligations, the Company allocates the transaction price to each performance obligation identified in the contract based on relative standalone selling prices, or estimates of such prices, and recognizes the related revenue as control of each individual product is transferred to the customer.

During the three months ended March 31, 2022 and 2021, the Company recognized product revenue of $54,210 and $165,158, respectively.

Milestone and engineering revenue. Each milestone and engineering arrangement is a separate performance obligation. The transaction price is estimated using the most likely amount method and revenue is recognized as the performance obligation is satisfied through achieving manufacturing, cost, or engineering targets. During the three months ended March 31, 2022, the Company recognized Milestone and engineering revenue of $512,000 from TubeSolar AG (“TubeSolar”), a significant existing stakeholder in the Company and a related party. The Company did 0t have Milestone and engineering revenue during the three months ended March 31, 2021.

Government contracts revenue. Revenue from government research and development contracts is generated under terms that are cost plus fee or firm fixed price. The Company generally recognizes this revenue over time using cost-based input methods, which recognizes revenue and gross profit as work is performed based on the relationship between actual costs incurred compared to the total estimated costs of the contract. In applying cost-based input methods of revenue recognition, the Company uses the actual costs incurred relative to the total estimated costs to determine our progress towards contract completion and to calculate the corresponding amount of revenue to recognize.

Cost based input methods of revenue recognition are considered a faithful depiction of the Company’s efforts to satisfy long-term government research and development contracts and therefore reflect the performance obligations under such contracts. Costs incurred that do not contribute to satisfying the Company’s performance obligations are excluded from the input methods of revenue recognition as the amounts are not reflective of transferring control under the contract. Costs incurred towards contract completion may include direct costs plus allowable indirect costs and an allocable portion of the fixed fee. If actual and estimated costs to complete a contract indicate a loss, provision is made currently for ~~further discussion.~~the loss anticipated on the contract.

NaN government contract revenue was recognized during the three months ended March 31, 2022 and 2021.

As of March 31, 2022 and December 31, 2021, the Company had an accounts receivable, net balance of $561,254 and $49,250,respectively. As of March 31, 2022 and December 31, 2021, the Company had an allowance for doubtful accounts of $26,000 and $26,000, respectively.

Earnings per Share: Earnings per share (“EPS”) are the amount of earnings attributable to each share of common stock. Basic EPS has been computed by dividing income available to common stockholders by the weighted-average number of common shares outstanding during the period. Income available to common stockholders has been computed by deducting dividends accumulated for the period on cumulative preferred stock (whether or not earned) from net income. Diluted earnings per share has been computed by dividing net income adjusted on an if-converted basis for the period by the weighted average number of common shares and potentially dilutive common share outstanding (which consist of options and convertible securities using the treasury stock method or the if-converted method, as applicable, to the extent they are dilutive). Approximately 2.4 million shares of dilutive shares were excluded from the three months period ended March 31, 2022 EPS calculation as their impact is antidilutive. There were approximately 32.5 million shares of dilutive shares for the three months period ended March 31, 2021.

In August 2020, the FASB issued ASU No. 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging Contracts in Entity s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity s Own Equity. ASU 2020-06 will simplify the accounting for convertible instruments by reducing the number of accounting models for convertible debt instruments and convertible preferred stock. Limiting the accounting models results in fewer embedded conversion features being separately recognized from the host contract as compared with current U.S. GAAP. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting and (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. ASU 2020-06 also amends the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions. ASU 2020-06 will be effective for public companies for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. Management has not yet evaluated the impact that the adoption of ASU 2020-06 will have on the Company’s condensed consolidated financial statement presentation or disclosures.

Other new pronouncements issued but not effective as of March 31, ~~2021~~2022 are not expected to have a material impact on the Company’s condensed consolidated financial statements.

During the ~~three months ended March 31, 2021 and the~~ year ended December 31, ~~2020,~~2021, the Company entered into multiple financing agreements to fund operations. Further discussion of these transactions can be found in Notes ~~9, 10, 11 and 14 of the financial statements presented as of, and for, the three months ended, March 31, 2021, and in Notes~~ 8, 9, 10, ~~11, 12, 15~~ and ~~22 of the financial statements included~~11 in the Company's Annual Report on Form 10-K for the year ended December 31, ~~2020.~~2021.

The Company has continued limited PV production at its manufacturing facility. The Company does not expect that sales revenue and cash flows will be sufficient to support operations and cash requirements until it has fully implemented its product strategy. During the three months ended March 31, ~~2021~~2022 the Company used ~~$2,026,942~~$2,792,080 in cash for operations.

Additional projected product revenues are not anticipated to result in a positive cash flow position for the next twelve months overall and, as of March 31, ~~2021,~~2022, the Company has working capital of ~~$1,108,298.~~$1,439,461. As such, cash liquidity is not sufficient for the next twelve months and will require additional financing.

The Company continues to accelerate sales and marketing efforts related to its consumer and military solar products and specialty PV application strategies through expansion of its sales and distribution channels. The Company continues activities related to securing additional financing through strategic or financial investors, but there is no assurance the Company will be able to raise additional capital on acceptable terms or at all. If the Company's revenues do not increase rapidly, and/or additional financing is not obtained, the Company will be required to significantly curtail operations to reduce costs and/or sell assets. Such actions would likely have an adverse impact on the Company's future operations.

As a result of the Company’s recurring losses from operations and the need for additional financing to fund its operating and capital requirements, there is uncertainty regarding the Company’s ability to maintain liquidity sufficient to operate its business effectively, which raises doubt as to the Company’s ability to continue as a going concern. ~~The Company scaled down its operations in 2019 and 2020, due to cash flow issues, and does not expect to ramp up significantly until sufficient financing is obtained.~~

Management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. These condensed consolidated financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.

On September 15, 2021, the Company entered into a Long-Term Supply and Joint Development Agreement (“JDA”) with TubeSolar AG (“TubeSolar”). Under the terms of the JDA, the Company will produce, and TubeSolar will purchase, thin-film photovoltaic (“PV”) foils (“PV Foils”) for use in TubeSolar’s solar modules for agricultural photovoltaic (“APV”) applications that require solar foils for its production. Additionally, the Company will receive up (i) to $4 million of non-recurring engineering (“NRE”) fees, and (ii) up to $13.5 million of payments upon achievement of certain agreed production and cost

structure milestones. The JDA has no fixed term, and may only be terminated by either party for breach. $500,000 of NRE revenue was recognized under the JDA during the three months ended March 31, 2022.

The Company and TubeSolar have also jointly established Ascent Solar Technologies Germany GmbH (“Ascent Germany”), in which TubeSolar holds of 30% of the entity. The purpose of Ascent Germany is to establish and operate a PV manufacturing facility in Germany that will produce and deliver PV Foils exclusively to TubeSolar. Until Ascent Germany’s facility is fully operational, PV Foils will be manufactured in the Company’s existing facility in Thornton, Colorado. The parties expect to jointly develop next generation tooling for use in manufacturing PV Foils at the JV facility. The Company accounts for this investment as an equity method investment as it does not have control of this entity, but does have significant influence over the activities that most significantly impacts the entity’s operations and financial performance. The Company contributed $83,559 to Ascent Germany during the three months ended March 31, 2022. The Company currently cannot quantify its maximum exposure in this entity.

The following table summarizes property, plant and equipment as of March 31, ~~2021~~2022 and December 31, ~~2020:~~2021:

	As of March 31,			As of December 31,			As of March 31,			As of December 31,
	2021			2020			2022			2021
Building	$	-		$	-
Furniture, fixtures, computer hardware and computer software		489,421			489,421		$	494,897		$	473,448
Manufacturing machinery and equipment		24,377,755			24,377,755			21,867,097			21,863,624
Manufacturing machinery and equipment, in progress								121,392			88,863
Depreciable property, plant and equipment		24,867,176			24,867,176			22,483,386			22,425,935
Less: Accumulated depreciation and amortization		(24,851,132	)		(24,848,408	)		(22,158,146	)		(22,146,273	)
Net property, plant and equipment	$	16,044		$	18,768		$	325,240		$	279,662

The Company analyzes its long-lived assets for impairment, both individually and as a group, whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable.

Depreciation expense for the three months ended March 31, 2022 and 2021 was $11,873 and ~~2020 was~~ $2,724, ~~and $43,849,~~ respectively. Depreciation expense is recorded under “Depreciation and amortization expense” in the unaudited Condensed Consolidated Statements of Operations.

On July 29, 2020 the Company’s owned facility at 12300 Grant Street, Thornton, CO 80241 (the “Building”) was foreclosed by the Building’s first lien holder (“Mortgage Holder”) and sold at public auction. NOTE 7. OPERATING LEASE

The successful bidder for the Building was the Mortgage Holder, at the price of $7.193 million. As a result, the Company’s obligations to Mortgage Holder and all of the Company’s outstanding real property taxes on the Building were considered fully repaid.

~~On September 21, 2020, the~~ Company ~~entered into a lease agreement with 12300 Grant LLC (“Landlord”), an affiliated company of the Mortgage Holder, for~~leases approximately 100,000 rentable square feet ~~of the Building (the “Lease”).~~for its manufacturing and operations. The lease is classified as an operating lease and accounted for accordingly. The Lease term is for 88 months commencing on September 21, 2020 at a rent of $50,000 per month including taxes, insurance and common area maintenance until December 31, 2020. Beginning January 1, 2021, the rent ~~shall adjust~~adjusted to $80,000 per month on a triple net basis and shall increase at an annual rate of 3% per annum until December 31, 2027.

AtAs of March 31, 2022 and December 31, 2021, assets and liabilities related to the ~~Company recorded an operating~~Company’s lease ~~asset and liability totaling $5,475,161 and $5,614,528, respectively.~~ were as follows:

During the ~~quarter~~three months ended March 31, 2022 and 2021 the Company recorded operating lease costs included in rent expense ~~totaling $258,393.~~of $258,392 and $258,393, respectively.

Remainder of 2021	$	720,000
2022	$	988,800
Remainder of 2022				$	741,600
2023	$	1,018,464			1,018,464
2024	$	1,049,018			1,049,018
2025	$	1,080,488			1,080,488
2026					1,112,903
Thereafter	$	2,259,194			1,146,290
Total lease payments	$	7,115,964			6,148,763
Less amounts representing interest	$	(1,501,436	)		(1,127,010	)
Present value of lease liability	$	5,614,528		$	5,021,753

The remaining lease term and discount rate of the operating lease is ~~81.5~~69.5 months and 7.0%, respectively.

Inventories, net of reserves, consisted of the following at March 31, ~~2021~~2022 and December 31, ~~2020:~~2021:

	As of March 31,		As of December 31,		As of March 31,		As of December 31,
	2021		2020		2022		2021
Raw materials	$	594,700	$	525,626	$	592,300	$	575,154
Work in process		14,690		—		41,619		15,803
Finished goods		55,410		8,805		3,700		1,215
Total	$	664,800	$	534,431	$	637,620	$	592,172

On June 30, 2017, the Company entered into an agreement with ~~another~~a vendor (“~~Vendor 2”~~Vendor”) to convert the balance of their account into a note payable in the amount of $250,000. The note bears interest of 5% per annum and matured on February 28, 2018. As of ~~December~~March 31, ~~2020,~~2022, the Company had not made any payments on this note, the accrued interest was ~~$43,836,~~$59,418, and the note is due upon demand. To the best of our knowledge, Vendor ~~2 had~~has not made any attempts to recover any amount owing to them since 2019.

~~The following table provides a summary of the activity of the Company's secured notes:~~

Global
Ichiban

St. George

BD 1

Total

Secured Notes Principal Balance at December 31, 2019

$
5,012,897

$
2,160,000

$
0

$
7,172,897

New notes

6,400,000

0

0

6,400,000

Note conversions

(600,000
)

0

0

(600,000
)
Note assignments

0

(2,160,000
)

2,160,000

0

Notes Exchanged

(5,012,897
)

0

(2,160,000
)

(7,172,897
)
Secured Notes Principal Balance at December 31, 2020

5,800,000

0

0

5,800,000

Less: remaining discount

(394,363
)

0

0

(394,363
)
Secured Notes, net of discount, at December 31, 2020

5,405,637

0

0

5,405,637

Note conversions

(5,800,000
)

0

0

(5,800,000
)
Secured Notes Principal Balance at March 31, 2021

0

0

0

0

Less: remaining discount

0

0

0

0

Secured Notes, net of discount, at March 31, 2021

$
0

$
0

$
0

$
0

Prior to 2020, the Company had issued secured notes to Global Ichiban Limited (“Global”) that had aggregate remaining principal and accrued interest balances of $5,012,897 and $885,475, respectively, as of January 1, 2020.

All principal and accrued interest on the notes was redeemable at any time, in whole or in part, at the option of Global. The redemption amount may be paid in cash or converted into shares of common stock at a variable conversion price equal to the lowest of (i) 85% of the average VWAP for the shares over the prior 5 trading days, (ii) the closing bid price for the shares on the prior trading day, or (iii) $2.00 per share, at the option of the Company.

The notes may not be converted, and shares of the common stock may not be issued pursuant to the notes, if, after giving effect to the conversion or issuance, the holder together with its affiliates would beneficially own in excess of 9.99% of the outstanding shares of common stock.

All the notes issued in accordance with the note purchase and exchange agreement dated November 30, 2017 were secured by a security interest on substantially all of the Company’s assets, bear interest at a rate of 12% per annum and contain standard and customary events of default.

On September 9, 2020, the Company entered into a securities exchange agreement (“GI Exchange Agreement”) with Global. Pursuant to the terms of the GI Exchange Agreement, Global agreed to surrender and exchange all of its existing outstanding promissory notes with an aggregate principal balance of $6,313,387 (including accrued interest). In exchange, the Company issued to Global a secured convertible promissory note with a principal amount of $6,400,000 (“GI Exchange Note”). The GI Exchange Note will mature on September 30, 2022. Principal on the GI Exchange Note, if not converted, will be payable in a lump sum on September 30, 2022. The GI Exchange Note will not bear any accrued interest but bears a default interest rate of 18% in the event of a default under the GI Exchange Note. The GI Exchange Note is secured by a lien on substantially all of the Company’s assets pursuant to the Security Agreement dated November 30, 2017 (the “Security Agreement”) entered into between the Company and Global. The Company has accounted for the GI Exchange Agreement as a troubled debt restructuring. The future undiscounted cash flow of the new secured convertible promissory note totaling $6,400,000 is more than the carrying value of the original outstanding promissory notes totaling $6,313,387, therefore no gain was recorded and a new effective interest rate has been established based on the carrying value of the original promissory notes and revised cash flow. The difference of $86,613 was recorded as an original issue debt discount and will be charged to interest over the term of the note. On December 9, 2020, Global converted $600,000 into 872,093,023 common shares. At December 31, 2020 the remaining principal balance was $5,800,000.

The conversion option associated with the note was deemed to include an embedded derivative that required bifurcation and separate accounting. Refer to Note 11. Derivative Liabilities for further details.

On March 9, 2021, the Company entered into a settlement agreement (“Settlement”) with Global. Pursuant to the Settlement, the Company issued 168,000,000 shares of Common Stock of the Company (“Settlement Shares”) to Global in exchange for the cancellation of the outstanding secured promissory note of $5,800,000 (the “Secured Note”). The Secured Note, which was originally scheduled to mature on September 30, 2022, had a variable-rate conversion feature that entitled Global to convert into shares of Common Stock of the Company at 80% of the 5-day average closing bid-price prior to any conversion. The Secured Note also had a lien on substantially all of the Company’s assets including intellectual properties. Following the Settlement, the lien was removed and the Company’s assets are currently unencumbered.

Prior to 2020, the Company had issued secured notes to St. George Investments LLC (“St. George”) that had aggregate remaining principal and accrued interest balances of $2,160,000 and $252,751, respectively, as of January 1, 2020.

Beginning six months from the date of issuance, St. George shall have the option to redeem all or a portion of the amounts outstanding under the Company Note. At St. George's option, redemption amounts are payable by the Company in cash or in the form of shares of the common stock. Conversions into common stock shall be calculated using a variable conversion price equal to 60% of the average of the two lowest closing bid prices for the shares over the prior 10-day trading period immediately preceding the conversion.

Shares of common stock may not be issued pursuant to these notes if, after giving effect to the conversion or issuance, the holder together with its affiliates would beneficially own in excess of 9.99% of the outstanding shares of common stock.

On September 9, 2020, all debts with St. George were assigned to BD 1 as part of the Company’s recapitalization and restructuring effort which began in June 2020. The Company subsequently entered into an Exchange Agreement with BD 1 on December 18, 2020. Refer to the ~~BD 1 Convertible Notes~~ ~~in Note 10. Convertible Notes for further discussion.~~

~~The following table provides a summary of the activity of the Company's non-convertible, unsecured, promissory notes:~~

Investor 1

Investor 2

BD 1

SBA

Total

Promissory Notes Principal Balance
   at December 31, 2019

$
494,437

$
615,000

$
0

$
0

$
1,109,437

New principal

0

35,000

0

193,200

228,200

Notes assigned

(494,437
)

(650,000
)

1,144,437

0

0

Notes exchanged

0

0

(1,144,437
)

0

(1,144,437
)
Promissory Notes Principal Balance
   at December 31, 2020

0

0

0

193,200

193,200

Less: remaining discount

0

0

0

0

0

Promissory Notes Principal Balance
   at December 31, 2020

0

0

0

193,200

193,200

New principal

0

0

0

0

0

Notes exchanged

0

0

0

0

0

Promissory Notes Principal Balance
   at March 31, 2021

0

0

0

193,200

193,200

Less: remaining discount

0

0

0

0

0

Promissory Notes, net of discount,
   at March 31, 2021

$
0

$
0

$
0

$
193,200

$
193,200

Prior to 2020, the Company had issued a note to a private investor (“Investor 1”), that had remaining principal and accrued interest balances of $494,437 and $196,260, respectively, as of January 1, 2020. The note bears an interest rate of 12%, and principal and interest on this note were payable at maturity. This note was not convertible into equity shares of the Company and was unsecured.

On September 11, 2020 the debt with Investor 1 was assigned to BD 1 as part of the Company’s recapitalization and restructuring effort which began in June 2020. The Company subsequently entered into an Exchange Agreement with BD 1 on December 18, 2020. Refer to the ~~BD 1 Convertible Notes~~ ~~in Note 10. Convertible Notes for further discussion.~~

Prior to 2020, the Company had issued notes to another private investor (“Investor 2”), that had aggregate remaining principal and accrued interest balances of $615,000 and $34,046, respectively, as of January 1, 2020.

During 2020, the Company initiated a non-convertible, unsecured promissory note with Investor 2 for an aggregate principal amount of $150,000. The promissory note was issued with an original issue discount of $35,000, which will be recorded as interest expense ratably over the term of the note, resulting in proceeds to the company of $115,000, which was received in several tranches between September 2019 and November 2019. This note bears interest at 12% per annum and matures on May 1, 2021. All principal and interest is payable upon maturity.

On September 11, 2020, the entire debt with Investor 2 was assigned to BD 1 as part of the Company’s recapitalization and restructuring effort which began in June 2020. The Company subsequently entered into an Exchange Agreement with BD 1 on December 18, 2020. Refer to the ~~BD 1 Convertible Notes~~ ~~in Note 10. Convertible Notes for further discussion.~~

On April 17, 2020, the Company obtained a PPP Loan from Vectra Bank Colorado (“Vectra”) in the aggregate amount of $193,200, which was established under the CARES Act, as administered by the Small Business Association (“SBA”). Under the terms of the CARES Act and the PPP, all or a portion of the principal amount of the PPP Loan is subject to forgiveness so long as, over the 24-week period following the Company’s receipt of the proceeds of the PPP Loan, the Company uses those proceeds for payroll costs, rent, utility costs or the maintenance of employee and compensation levels. The PPP Loan is unsecured, guaranteed by the SBA, and has a ~~two-year~~ term, maturing on April 17, 2022. Interest accrues on the loan beginning with the initial disbursement; however, payments of principal and interest are deferred until Vectra’s determination of the amount of forgiveness applied for by the Company is approved by the SBA. If the Company does not apply for forgiveness within 10 months after the last day of the covered period (defined, at the Company’s election as 24 weeks), such payments will be due that month. See Note 16. Paycheck Protection Program Loan for further information on the SBA PPP note.

The following table provides a summary of the activity of the Company's unsecured, convertible, promissory notes:

Principal
Balance
12/31/2019

New
Notes

Notes
assigned or
exchanged

Notes
converted

Principal
Balance
12/31/2020

Less:
Discount
Balance

Net
Principal
Balance
12/31/2020

October 2016 Notes
$
330,000

$
0

$
(330,000
)
$
0

$
0

$
0

$
0

St. George Notes

617,663

0

(617,663
)

0

0

0

0

BayBridge Notes

940,600

0

(940,600
)

0

0

0

0

Bellridge Notes

496,000

0

(451,000
)

(45,000
)

0

0

0

Power Up Notes

106,820

0

(106,820
)

0

0

0

0

Widjaja Note

330,000

0

(330,000
)

0

0

0

0

GS Capital Notes

169,500

0

(169,500
)

0

0

0

0

Penumbra Note
  (related party)

0

250,000

(250,000
)

0

0

0

0

BD 1 Notes
  (related party)

0

10,500,000

0

0

10,500,000

(2,936,952
)

7,563,048

Crowdex Note
  (related party)

0

0

250,000

0

250,000

0

250,000

$
2,990,583

$
10,750,000

$
(2,945,583
)
$
(45,000
)
$
10,750,000

$
(2,936,952
)
$
7,813,048

	Principal Balance 1/1/2022		New Notes		Notes assigned or exchanged			Notes converted			Principal Balance 3/31/2022		Less: Discount Balance			Net Principal Balance 3/31/2022
BD1 Notes (related party)	$	9,900,000	$	0	$	(2,000,000	)	$	(7,900,000	)	$	0	$	0		$	0
Nanyang Note		500,000		0		1,000,000			(600,000	)		900,000		(190,442	)		709,558
Fleur Note		0		0		1,000,000			(700,000	)		300,000		(63,505	)		236,495
	$	10,400,000	$	0	$	0		$	(9,200,000	)	$	1,200,000	$	(253,947	)	$	946,053

~~October 2016~~On January 3, 2022, BD 1 Investment Holding, LLC (“BD1”) sold and assigned $1,000,000 of its convertible notes (“BD1 Convertible ~~Notes~~

~~Prior~~Notes”) to ~~2020, the Company had issued~~Fleur Capital Pte Ltd (“Fleur”). On January 21, 2022, BD1 sold and assigned $1,000,000 of its convertible notes to ~~a private investor that had~~Nanyang Investment Management Pte Ltd (“Nanyang”). The aggregate remaining principal ~~and accrued interest balances of $330,000 and $65,010, respectively, as of January~~balance held by BD1 after these assignments was $7,900,000. On February 1, ~~2020.~~2022, BD1 converted its $7,900,000 aggregate outstanding

The convertible notes matured on December 31, 2017 and bear an interest rate of 6% per annum, subject to increase to 24% per annum upon the occurrence and continuance of an event of default. Principal and accrued interest on the convertible notes is payable upon demand. The default interest rate has not been designated by the investor.

~~All~~ principal amount into 15,800,000 shares of common stock. The remaining discount of approximately $1,721,000 was charged to interest expense upon conversion.

On January 21, 2022, as discussed above, BD1 assigned $1,000,000 of the BD1 Convertible Notes to Nanyang. This note does not bear any interest and ~~accrued interest~~will mature on December 18, 2025. Nanyang has the ~~convertible notes is convertible~~right, at any time ~~in whole or in part, at~~until the ~~option of the investor,~~note is fully paid, to convert any outstanding and unpaid principal into ~~shares~~share of common stock at a ~~variable~~fixed conversion price equal to 80% of the lowest closing bid price of the Company’s common stock for the fifteen consecutive trading day period prior to the conversion date. After the six-month anniversary of the issuance of any convertible note, the conversion price for such note shall thereafter be equal to 50% of the lowest closing bid price of the Company’s common stock for the fifteen consecutive trading day period prior to the conversion date. The convertible notes contain standard and customary events of default.

On September 11, 2020, the October 2016 Convertible Notes were assigned to BD 1 as part of the Company’s recapitalization and restructuring effort which began in June 2020. The Company subsequently entered into an Exchange Agreement with BD 1 on December 18, 2020. Refer to the ~~BD 1 Convertible Notes~~ ~~in Note 10. Convertible Notes for further discussion.~~

~~Prior to 2020, the Company sold and issued a $1,700,000 convertible note to St. George, which had a principal balance of $617,663 as of January 1, 2020.~~

This note matured on March 11, 2019. The note does not bear interest in the absence of an event of default. The note is due upon demand and a default interest rate has not been designated by St. George.

On September 9, 2020, the St. George Convertible Note was assigned to BD 1 as part of the Company’s recapitalization and restructuring effort which began in June 2020. The Company subsequently entered into an Exchange Agreement with BD 1 on December 18, 2020. Refer to the ~~BD 1 Convertible Notes~~ ~~in Note 10. Convertible Notes for further discussion.~~

Prior to 2020, the Company had issued convertible notes to BayBridge Capital Fund LP ("BayBridge), which had remaining principal and accrued interest balances of $940,600 and $68,294, respectively, as of January 1, 2020.

~~The notes are unsecured, have no applicable registration rights, bear interest at a rate of 12%~~$0.50 per ~~annum, and matured between September 7, 2019 and August 22, 2020. The notes contain standard and customary events of default.~~

The terms of the notes included a conversion feature which was the lesser of (i) a price range of $0.0005 to $0.15, or (ii) a range of 65% to 70% of the lowest traded price for the shares over the prior five trading days.

On September 11, 2020, the Baybridge Convertible Notes were assigned to BD 1 as part of the Company’s recapitalization and restructuring effort which began in June 2020. The Company subsequently entered into an Exchange Agreement with BD 1 on December 18, 2020. Refer to the ~~BD 1 Convertible Notes~~ ~~in Note 10. Convertible Notes for further discussion.~~

Prior to 2020, the Company had issued a convertible notes to Bellridge Capital, LP (“Bellridge”) which had aggregate principal and accrued interest balances of $496,000 and $63,474, respectively, as of January 1, 2020.

The notes are not secured, contain no registration rights, have an interest rate of 10% per annum, mature on October 22, 2020, and contain standard and customary events of default. All principal and interest on the note are due upon maturity. Bellridge shall have the option to convert all or a portion of the amounts outstanding under the notes, into shares of the Company's common stock. Conversions into common stock shall be calculated using a variable conversion price equal to the lesser of (i) $0.0005 or (ii) 70% of the lowest traded price for the shares over the prior ~~ten-day~~ ~~trading period immediately preceding the conversion.~~

share. Shares of common stock may not be issued pursuant to ~~any of these notes if, after giving effect to the conversion or issuance, the holder together with its affiliates would beneficially own in excess of 4.99% of the outstanding shares of Common Stock.~~

During 2020, an aggregate principal of $45,000 and interest of $2,133, on the Bellridge convertible notes was converted into 471,328,800 shares of common stock and 0 cash payments of principal or interest had been made.

On September 11, 2020, the Bellridge Convertible Notes were assigned to BD 1 as part of the Company’s recapitalization and restructuring effort which began in June 2020. The Company subsequently entered into an Exchange Agreement with BD 1 on December 18, 2020. Refer to the ~~BD 1 Convertible Notes~~ ~~in Note 10. Convertible Notes for further discussion.~~

~~Prior to 2020, the Company had issued convertible notes to Power Up Lending Group, LTD (“Power Up”), which had a remaining aggregate principal balance of $106,820 as of January 1, 2020.~~

Beginning in six months after issuance, Power Up shall have the option to convert all or a portion of the amounts outstanding under the convertible note, into shares of the Company's common stock. Conversions into common stock shall be calculated using a variable conversion price equal to 65% of the average of the three lowest closing bid prices for the shares over the prior ~~ten-day~~ ~~trading period immediately preceding the conversion.~~

Shares of common stock may not be issued pursuant to any of these notes if, after giving effect to the conversion or issuance, the holder together with its affiliates would beneficially own in excess of 4.99% of the outstanding shares of Common Stock.

On September 11, 2020, the Power Up Convertible Notes were assigned to BD 1 as part of the Company’s recapitalization and restructuring effort which began in June 2020. The Company subsequently entered into an Exchange Agreement with BD 1 on December 18, 2020. Refer to the ~~BD 1 Convertible Notes~~ ~~in Note 10. Convertible Notes for further discussion.~~

Prior to 2020, the Company entered into a note purchase agreement with Jason Widjaja (“Widjaja”), for the private placement of a $330,000 convertible promissory note, in exchange for $330,000 of gross proceeds. As of January 1, 2020, the note had remaining principal and accrued interest balances of $330,000 and $38,407, respectively. The note is unsecured, bears interest at 12% per annum, matures on January 11, 2020, and contains standard and customary events of default including but not limited to: (i) failure to make payments when due under the note, and (ii) bankruptcy or insolvency of the Company. Principal and interest on the note will be payable upon maturity.

At any time after inception of the note, until fully paid, Widjaja shall have the option to convert all or a portion of amounts outstanding under the note into shares of the Company's common stock. Conversions into common stock shall be calculated using a variable conversion price equal to 80% of the lowest closing bid price for the shares over the prior five trading days immediately preceding the conversion date.

~~There are no registration rights applicable to the note. Shares of common stock may not be issued pursuant to the~~this note if, after giving effect to the conversion or issuance, ~~the holder together with its affiliates would beneficially own in excess of 19.99% of the outstanding shares of the Company's common stock.~~

On September 11, 2020, the Widjaja Convertible Note was assigned to BD 1 as part of the Company’s recapitalization and restructuring effort which began in June 2020. The Company subsequently entered into an Exchange Agreement with BD 1 on December 18, 2020. Refer to the ~~BD 1 Convertible Notes~~ ~~in Note 10. Convertible Notes for further discussion.~~

Prior to 2020, the Company had sold and issued to GS Capital Partners, LLC (“GS”), unsecured convertible promissory notes which had aggregate principal and accrued interest balances of $617,663 and $8,832, respectively, as of January 1, 2020.

These notes are unsecured, bear interest at 8% per annum, matures twelve months from the date of issuance, and contain standard and customary events of default including but not limited to: (i) failure to make payments when due under the note,

~~and (ii) bankruptcy or insolvency of the Company. Principal and interest on the note will be payable upon maturity. There are no registration rights applicable to the note.~~

At any time after inception of the note until fully paid, GS shall have the option to convert all or a portion of amounts outstanding under the note into shares of the Company's common stock. Conversions into common stock shall be calculated using a variable conversion price equal to 65% of the average of the three lowest closing bid prices for the shares over the prior ten day trading period immediately preceding the conversion.

~~Shares of common stock may not be issued pursuant to the note if, after giving effect to the conversion or issuance, the holder~~Nanyang, together with its affiliates, would beneficially own in excess of 4.99% of the outstanding shares of the ~~Company's~~Company’s common stock.

On ~~September 11, 2020, the GS Convertible Note was assigned to BD 1 as part~~February 2, 2022, Nanyang converted $600,000 of ~~the Company’s recapitalization and restructuring effort which began in June 2020. The Company subsequently entered~~their convertible notes into ~~an Exchange Agreement with BD 1 on December 18, 2020. Refer to the~~ ~~BD 1 Convertible Notes~~ ~~in Note 10. Convertible Notes for further discussion.~~

On June 9, 2020, the Company issued to Penumbra Solar, Inc. (“Penumbra”) a $250,000 aggregate principal amount convertible promissory note. The Company has received $250,000 of gross proceeds from the offering of the note. The aggregate principal amount (together with accrued interest) will mature on June 9, 2021. The note bears interest at a rate of 6% per annum. The interest rate increases to 18% in the event of a default. The note is convertible, at the holder’s option, into1,200,000 shares of common stock. The associated discount on the ~~Company’s Common Stock at a conversion price equal to $0.0001 per share.~~

~~On September 25, 2020, the Penumbra Convertible Note was assigned to Crowdex.~~

~~At March 31, 2021, the note had a principal balance~~converted portion of ~~$250,000 and an accrued interest balance of $12,123.~~

During September 2020, a number of the Company’s investors entered into assignment agreements to sell their existing debt to BD 1. Refer to Notes 8, 9, and 10, for more information. The assignments transferred ownership of the following debts:

On December 18, 2020, the Company entered into a securities exchange agreement (“BD1 Exchange Agreement”) with BD 1, who had previously acquired all of the Company’s existing outstanding unsecured notes (other than notes held by GI and Crowdex) from the original note holders as listed above.

Pursuant to the terms of the BD1 Exchange Agreement, BD 1 agreed to surrender and exchange all of its outstanding promissory notes with principal and accrued interest balances of approximately $6.3 million and $1.3 million, respectively . Default penalties related to the notes of approximately ~~$2.9 million were not designated. In exchange,~~$133,000 was charged to interest expense. The discount on the ~~Company issued to BD 1 2 unsecured convertible notes with an aggregate~~remaining principal ~~amount of $10,500,000 (“BD1 Exchange Notes”), and recorded an original issue discount of approximately $3.0 million, which~~ will be ~~recognized as~~charged to interest expense, ratably, over the life of the note. ~~The~~

On January 21, 2022, as discussed above, BD1 ~~Exchange~~assigned $1,000,000 of the BD1 Convertible Notes doto Fleur. This note does not bear any interest and will mature on December 18, 2025. ~~BD 1~~Fleur has the right, at any time until the ~~BD1 Exchange Notes are~~note is fully paid, to convert any outstanding and unpaid principal into ~~shares~~share of ~~Common Stock~~common stock at a fixed conversion price equal to ~~$0.0001~~$0.50 per share. ~~Accordingly,~~Shares of common stock may not be issued pursuant to this note if, after giving effect to the ~~Company~~conversion or issuance, Fleur, together with its affiliates, would ~~issue 105,000,000,000 shares~~beneficially own in excess of ~~Common Stock upon a full conversion~~4.99% of the ~~BD 1 Exchange Notes. BD1 has agreed not to effect any conversion of the Notes without the prior consent of the Company unless and until the company has created additional authorized and issued common~~outstanding shares ~~sufficient to convert all of the Notes in full.~~

~~The following table is a summary of the derivative liability activity for the three months ended March 31, 2021:~~

~~The convertible notes that were assigned to BD 1 in September 2020, further described above in Notes 8 and 10, were exchanged for new notes on December 18, 2021, as part~~ of the Company’s ~~recapitalization and restructuring effort which began in June 2020. Prior to~~common stock.

On February 2, 2022, Fleur converted $700,000 of their convertible notes into 1,400,000 shares of common stock. The associated discount on the ~~exchange, pursuant to a number~~converted portion of ~~factors outlined in ASC Topic 815,~~ ~~Derivatives and Hedging, the conversion options in~~ the notes ~~were deemed~~of approximately $155,000 was charged to include an embedded derivative that required bifurcation and separate accounting. As such, the Company ascertained the value of the conversion option as if separate from the convertible issuance and appropriately recorded that value as a derivative liability.interest expense. The fair value measurements rely primarily on Company-specific inputs and the Company’s own assumptions. With the absence of observable inputs, the Company determined these recurring fair value measurements reside primarily within Level 3 of the fair value hierarchy. The derivative associated with the notes approximates management’s estimate of the fair value of the embedded derivative liability based on using a Monte Carlo simulation following a Geometric Brownian Motion with the following assumptions identified below.

At December 31, 2019, the aggregate derivative liability associated with these notes was $5,706,175. This value was derived from Management’s fair value assessment using the following assumptions: annual volatility range of 42% to 46%, present value discount ~~rate of 12%, and a dividend yield of 0%.~~

~~In 2020, pursuant to ASC Topic 815,~~ ~~Derivatives and Hedging~~, Management conducted quarterly fair value assessments of the embedded derivatives associated with these notes. Engaging the services of a firm specializing in these valuations, it was determined that a rational investor would not convert the notes, and would not expect to do so in the foreseeable future. The Company had reported doubt as to its ability to continue as a going concern since 2015. The Company scaled down operations and did not expect to ramp up until significant financing could be obtained and has been operating under these conditions for some time already, continuously chasing funding to continue operations. Circumstances shifted in late 2019 and early 2020, making fundraising and continuing operations more difficult, thereby reducing liquidity and attractiveness of the common

stock. These new circumstances made it clear to current and prospective investors that the Company would either file bankruptcy or restructure with a strategic investor. Accordingly, conversion of a debt instrument into common stock that cannot be sold in the marketplace would put the holder in a far less secure position compared to holding the instrument as debt. As a result of the fair value assessments, the Company recorded an aggregate net gain of $5,706,175 for the year ended December 31, 2020, as “Change in fair value of derivatives and gain/loss on extinguishment of liabilities, net” in the Consolidated Statements of Operations to properly reflect that the value of the embedded derivative had been eliminated in 2020.

~~In connection with the convertible notes held by Global, further described above in Note 8, pursuant to a number of factors outlined in ASC Topic 815,~~ ~~Derivatives and Hedging~~, the conversion options in the notes were deemed to include an embedded derivative that required bifurcation and separate accounting. As such, the Company ascertained the value of the conversion option as if separate from the convertible issuance and appropriately recorded that value as a derivative liability. The fair value measurements rely primarily on Company-specific inputs and the Company’s own assumptions. With the absence of observable inputs, the Company determined these recurring fair value measurements reside primarily within Level 3 of the fair value hierarchy. The derivative associated with the notes approximates management’s estimate of the fair value of the embedded derivative liability based on using a Monte Carlo simulation following a Geometric Brownian Motion with the following assumptions identified below.

At December 31, 2019, the aggregate derivative liability associated with these notes was $2,010,975. This value was derived from Management’s fair value assessment using the following assumptions: annual volatility of 46%, present value discount rate of 12%, and a dividend yield of 0%.

The conversion option in the GI Exchange Note was deemed to include an embedded derivative that required bifurcation and separate accounting. As such, the Company ascertained the value of the conversion option as if separate from the convertible issuance based on the following assumptions: annual volatility of 49%, expected interest rate of 1.52%, and a dividend yield of 0%, and appropriately recorded that value as a derivative liability. At September 9, 2020, the derivative liability associated with the Global note was $447,903. The fair value of the derivative was recorded as a debt discount andremaining principal will be charged to interest expense, ratably, over the life of the note.

The derivative liability associated with the note is subject to revaluation on a quarterly basis to reflect the market value change of the embedded conversion option. Management assessed the fair value option of this embedded derivative, as of December 31, 2020, using the following assumptions: annual volatility of 62%, and a dividend yield of 0%. As a result of the fair value assessments, the Company recorded an aggregate net loss of $2,845,106 for the year ended December 31, 2020, as “Change in fair value of derivatives and gain/loss on extinguishment of liabilities, net” in the Consolidated Statement of Operations to properly reflect that the value of the embedded derivative of $5,303,984 as of December 31, 2020.

On March 9, 2021, the Company entered into a settlement agreement with Global, further described above in Note 8. As a result of the settlement, the entire debt was cancelled and the Company recorded an aggregate net gain of $5,303,984 for the three months ended March 31, 2021, as “Change in fair value of derivatives and gain/loss on extinguishment of liabilities, net” in the Condensed Consolidated Statement of Operations to properly reflect that the value of the embedded derivative had been eliminated.

~~In June 2013, the Company entered into a Securities Purchase Agreement with an investor to sell an aggregate~~As of ~~$750,000~~January 1, 2022, there were 48,100 shares of Series A Preferred Stock at a price of $8.00 per share, resulting in gross proceeds of $6.0 million. This purchase agreement included warrants to purchase up to 13,125 shares of common stock of the Company. The transfer of cash and securities took place incrementally, the first closing occurring on June 17, 2013 with the transfer of 125,000 shares of Series A Preferred Stock and a warrant to purchase 2,187 shares of common stock for $1.0 million. The final closings took place in August 2013, with the transfer of 625,000 shares of Series A Preferred Stock and a warrant to purchase 10,938 shares of common stock for $5.0 million.

outstanding. Holders of Series A Preferred Stock are entitled to cumulative dividends at a rate of 8% per annum when and if declared by the Board of Directors in its sole discretion. The dividends may be paid in cash or in the form of common stock (valued at 10% below market price, but not to exceed the lowest closing price during the applicable measurement period), at the discretion of the Board of Directors. The dividend rate on the Series A Preferred Stock is indexed to the Company's stock price and subject to adjustment. In addition, the Series A Preferred Stock contains a make-whole provision whereby, conversion or redemption of the preferred stock within 4 years of issuance will require dividends for the full four year period to be paid by the Company

in cash or common stock (valued at 10% below market price, but not to exceed the lowest closing price during the applicable measurement period). This make-whole provision expired in June 2017.

The Series A Preferred Stock may be converted into shares of common stock at the option of the Company if the closing price of the common stock exceeds ~~$232,~~$1,160,000, as adjusted, for twenty consecutive trading days, or by the holder at any time. The Company has the right to redeem the Series A Preferred Stock at a price of $8.00 per share, plus any accrued and unpaid dividends, plus the make-whole amount (if applicable). At March 31, ~~2021,~~2022, the preferred shares were not eligible for conversion to common shares at the option of the Company. The holder of the preferred shares may convert to common shares at any ~~time, at no cost, at a ratio of 1~~time. After making adjustment for the Company’s prior reverse stock splits, all 48,100 outstanding Series A preferred ~~share~~shares are convertible into less than 1 common ~~share (subject to standard ratable anti-dilution adjustments).~~share. Upon any conversion (whether at the option of the Company or the holder), the holder is entitled to receive any accrued but unpaid dividends.

On October 6, 2016, the Series A Holder entered into an exchange agreement with a private investor. Pursuant to the exchange agreement, beginning December 5, 2016, the investor has the option to exchange, from time to time, all or any portion of the October 2016 Convertible Notes (see Note 10) for outstanding shares of Series A Preferred Stock from the Series A Holder.

Except as otherwise required by law (or with respect to approval of certain actions), the Series A Preferred Stock shall have no voting rights. Upon any liquidation, dissolution or winding up of the Company, after payment or provision for payment of debts and other liabilities of the Company, the holders of Series A Preferred Stock shall be entitled to receive, pari passu with any distribution to the holders of common stock of the Company, an amount equal to $8.00 per share of Series A Preferred Stock plus any accrued and unpaid dividends.

As of March 31, ~~2021,~~2022, there were 48,100 shares of Series A Preferred Stock outstanding and accrued and unpaid dividends of ~~$379,990.~~$428,758.

~~On September 22, 2020, the Company entered into a securities purchase agreement (“Series 1A SPA”) with Crowdex, for the private placement~~As of ~~up to $5,000,000~~January 1, 2022, there were 3,700 shares of ~~the Company’s newly designated Series 1A Convertible Preferred Stock (“~~Series 1A Preferred ~~Stock”~~Stock outstanding; 1,300 shares owned by Crowdex Investment, LLC (“Crowdex”).

and 2,400 shares owned by TubeSolar. Each share of Series 1A Preferred Stock has an original issue price of $1,000 per share. Shares of the Series 1A Preferred Stock are convertible into common stock at a fixed conversion price equal to ~~$0.0001~~$0.50 per common share, ~~(or a fixed conversion ratio of 1 preferred share into 10,000 common shares),~~ subject to standard ratable anti-dilution adjustments.

Outstanding shares of Series 1A Preferred Stock are entitled to vote together with the holders of common stock as a single class (on an as-converted to common stock basis) on any matter presented to the stockholders of the Company for their action or consideration at any meeting of stock holders (or written consent of stockholders in lieu of meeting).

Holders of the Series 1A Preferred Stock are not entitled to any fixed rate of dividends. If the Company pays a dividend or otherwise makes a distribution payable on shares of ~~Common Stock,~~common stock, holders of the Series 1A Preferred Stock will receive such dividend or distribution on an as-converted to common stock basis. There are no specified redemption rights for the Series 1A Preferred Stock. Upon liquidation, dissolution or winding up, holders of Series 1A Preferred Stock will be entitled to be paid out of our assets, prior to the holders of our common stock, an amount equal to $1,000 per share plus any accrued but unpaid dividends (if any) thereon.

~~The Company sold 2,000~~On February 1, 2022 Crowdex and TubesSolar converted their remaining shares 1,300 and 2,400, respectively, of Series 1A Preferred Stock ~~to Crowdex in exchange for $2,000,000 of gross proceeds at an initial closing under the Series 1A SPA on September 22, 2020.~~

~~In November 2020, Crowdex converted 1,200~~into 2,600,000 and 4,800,000, respectively shares of ~~outstanding Series 1A Preferred Stock into 12,000,000,000 shares of Common Stock.~~

On December 31, 2020 the Company sold 500 shares of Series 1A Preferred Stock to Crowdex in exchange for the cancellation of the Crowdex Note issued on November 27, 2020. There were no additional cash proceeds from this closing.

On January 4, 2021, the Company entered into a securities purchase agreement (“Series 1ATranche 2 SPA”) with TubeSolar AG, a developer of photovoltaic thin-film tubes to enable additional application opportunities in solar power generation compared to conventional solar modules (“TubeSolar”). Pursuant to the Series 1A Tranche 2 SPA, the Company sold 2,500 shares of Series 1A Preferred Stock to TubeSolar and received $2,500,000 of gross proceeds on January 5, 2021.

At March 31, ~~2021,~~2022, the Company had ~~20 billion~~500 million shares of common stock, $0.0001 par value, authorized for issuance. Each share of common stock has the right to 1 vote. As of March 31, ~~2021,~~2022, the Company had ~~18,345,583,473~~30,586,804 shares of common stock outstanding. The Company has not declared or paid any dividends related to the common stock through March 31, ~~2021.~~2022.

At March 31, ~~2021,~~2022, the Company had ~~25,000,000~~25 million shares of preferred stock, $0.0001 par value, authorized for issuance. Preferred stock may be issued in classes or series. Designations, powers, preferences, rights, qualifications, limitations and restrictions are determined by the Company’s Board of Directors.

The following table summarizes the designations, shares authorized, and shares outstanding for the Company's Preferred Stock:

Preferred Stock Series Designation	Shares Authorized		Shares Outstanding		Shares Authorized		Shares Outstanding
Series A		750,000		48,100		750,000		48,100
Series 1A		5,000		3,800		5,000		0
Series B-1		2,000		0		2,000		0
Series B-2		1,000		0		1,000		0
Series C		1,000		0		1,000		0
Series D		3,000		0		3,000		0
Series D-1		2,500		0		2,500		0
Series E		2,800		0		2,800		0
Series F		7,000		0		7,000		0
Series G		2,000		0		2,000		0
Series H		2,500		0		2,500		0
Series I		1,000		0		1,000		0
Series J		1,350		0		1,350		0
Series J-1		1,000		0		1,000		0
Series K		20,000		0		20,000		0

There were no transactions involving the Series B-1, B-2, C, D, D-1, E, F, G, H, I, J, J-1, or K during the three months ended March 31, ~~2021~~2022 and ~~2020.~~

~~Share-Based Compensation:~~ The Company measures share-based compensation cost at the grant date based on the fair value of the award and recognizes this cost as an expense over the grant recipients’ requisite service periods for all awards made to employees, officers, directors and consultants.

~~The share-based compensation expense recognized in the Consolidated Statements of Operations was as follows:~~

~~Stock Options:~~ ~~There was 0 expense recorded for the three months ended March 31, 2021 and 2020 related to stock option awards. There were 0 option grants during the three months ended March 31, 2021 or 2020.~~

~~As of March 31, 2021, there were 0 unvested stock options. As of March 31, 2021, 97 shares were vested and 120 shares remained available for future grants under the Option Plan.~~

~~The following table summarizes stock option activity within the Stock Option Plan~~

~~Restricted Stock:~~ The Company did 0t recognize share-based compensation expense related to restricted stock grants for the three months ended March 31, 2021 or for the year ended December 31, 2020. There were 0 restricted stock grants for the periods ended March 31, 2021 and December 31, 2020.

As of March 31, 2021, there was 0 unrecognized share-based compensation expense from unvested restricted stock, 0 shares were expected to vest in the future, and 496 shares remained available for future grants under the Restricted Stock Plan.

the terms of the CARES Act and the PPP, all or a portion of the principal amount of the PPP Loan is subject to forgiveness so long as, over the 24-week period following the Company’s receipt of the proceeds of the PPP Loan, the company uses those proceeds for payroll costs, rent, utility costs or the maintenance of employee and compensation levels. The PPP Loan is unsecured, guaranteed by the SBA, and has a ~~two-year~~ term, maturing on April 17, 2022. Interest accrues on the loan beginning with the initial disbursement; however, payments of principal and interest are deferred until Vectra’s determination of the amount of forgiveness applied for by the Company is approved by the SBA. If the Company does not apply for forgiveness within 10 months after the last day of the covered period (defined, at the Company’s election as 24 weeks), such payments will be due that month.

~~The terms of the PPP loan provide for customary events of default including, among other things, payment defaults, breach of representations and warranties, and insolvency events.~~

~~The Company plans to apply for forgiveness of the PPP Loan in the second quarter of~~ 2021.

~~The PPP Loan is subject to any new guidance and new requirements released by the Department of the Treasury.~~

~~At March 31, 2021 the total outstanding balance of the PPP Loan was $193,200.~~

There were no events subsequent to March 31, ~~2021~~2022 to report as of this filing on May ~~24, 2021.~~12, 2022.

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion of our financial condition and results of operations should be read in conjunction with our unaudited financial statements and the notes to those financial statements appearing elsewhere in this Form 10-Q and our audited financial statements and related notes thereto included in our Annual Report on Form 10-K for the year ended December 31, ~~2020,~~2021, which was filed with the SEC on ~~May 13, 2021.~~March 14, 2022. This discussion and analysis contains statements of a forward-looking nature relating to future events or our future financial performance. As a result of many factors, our actual results may differ materially from those anticipated in these forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. You should carefully read the “Risk Factors” section of this Quarterly Report and of our Annual Report on Form 10-K for the year ended December 31, ~~2020~~2021 to gain an understanding of the important factors that could cause actual results to differ materially from our forward-looking statements. Please also see the section entitles “Forward-Looking Statements.”

We target high-value specialty solar markets. These include aerospace, defense, emergency management and consumer/OEM applications. This strategy enables us to fully leverage what we believe are ~~a company formed~~the unique advantages of our technology, including flexibility, durability and attractive power to ~~commercialize flexible PV modules using~~weight and power to area performance. It further enables us to offer unique, differentiated solutions in large markets with less competition, and more attractive pricing.

Specifically, we focus on commercializing our proprietary ~~technology.~~ solar technology in three highest-value PV verticals:

We believe the value proposition of Ascent’s proprietary solar technology not only aligns with the needs of customers in these verticals, but also overcomes many of the obstacles other solar technologies face in these unique markets. Ascent has the capability to design and develop finished products for end users in these areas as well as collaborate with strategic partners to design and develop custom integrated solutions for products like airships and fixed-wing UAVs. Ascent sees significant overlap in the needs of end users across some of these verticals and believes it can achieve economies of scale in sourcing, development, and production in commercializing products for these customers.

The integration of Ascent's solar modules into space, near space, and aeronautic vehicles with ultra-lightweight and flexible solar modules is an important market opportunity for the Company. Customers in this market have historically required a high level of durability, high voltage and conversion efficiency from solar module suppliers, and we believe our products are well suited to compete in this premium market.

For the three months ended March 31, ~~2021,~~2022, we generated ~~$165,158 of revenue. Product sales accounted for 100%~~$566,210 of total revenue. As of March 31, ~~2021,~~2022, we had an accumulated deficit of ~~$419,936,401.~~$432,080,037.

In January 2017, Ascent was awarded a contract to supply high-voltage SuperLight thin-film CIGS PV blankets. These 50W, fully laminated, flexible blankets were manufactured using a new process that was optimized for high performance in near-space conditions at elevated temperatures, and are custom designed for easy modular integration into series and parallel configurations to achieve the desired voltage and current required for such application.

In February 2017 Ascent announced the discontinuation of our EnerPlex consumer business by disposing of the EnerPlex brand, and related intellectual properties and trademarks, to our battery product supplier, Sun Pleasure Co. Limited (“SPCL”). This transaction was completed in an effort to better allocate our resources and to continue to focus on our core strength in the high-value specialty PV market. Following the transfer, Ascent no longer produces or sells Enerplex-branded consumer products. In November 2017, Ascent introduced the next generation of our USB-based portable power systems with the XD™ series. The first product introduced was the XD-12 which, like previous products, is a folding, lightweight, easily stowable, PV system with USB power regulation. Unique to this generation of PV portable power is more PV power (12 Watts) and a 2.0 Amp smart USB output to enable the XD-12 to charge most smartphones, tablets, and USB-enabled devices as fast as a wall outlet. The enhanced smart USB circuit works with the device to be charged so that the device can determine the maximum power it is able to receive from the XD-12 and ensures the best possible charging performance directly from the sun.

Also in 2017, ~~for a space customer,~~ Ascent manufactured a new micro-module for a space customer, approximately 12.8mm x 50mm (0.5in x 2.0in) in size that is ideal for both laboratory-scale environmental testing, and for subsequent integration into flight experiments.

In February 2018, the Company introduced the second product in our XD series. Delivering up to 48 Watts of solar power, we believe the durable and compact Ascent XD-48 Solar Charger is the ideal solution for charging many portable electronics and off-grid power systems. The XD-48’s versatility allows it to charge both military and consumer electronics directly from the sun wherever needed. Like the XD-12, the XD-48 has a compact and portable design, and its rugged, weather-resistant construction withstands shocks, drops, damage and even minor punctures to power through the harshest conditions.

In March 2018, ~~Ascent successfully shipped to~~we collaborated with a European based customer for atheir lighter-than-air, helium-filled airship project, which was based on our newly developed ultra-light modules with substrate material ~~than~~that was half of the thickness of our standard modules. In 2019, ~~Ascent~~we completed a repeat order from the same customer who had since established its airship development operation in the US. In 2020, ~~Ascent~~we received a third and enlarged order from the same customer and completed the order ~~subsequent~~in the second quarter of 2021. Most recently, in the 4^th quarter of 2021 we received a fourth order with a targeted ship date in the 2^nd quarter of 2022.

On September 15, 2021, the Company entered into a Long-Term Supply and Joint Development Agreement (“JDA”) with TubeSolar, a significant existing stakeholder in the Company. See “Principal Stockholders,” and “Certain Transactions.” Under the terms of the JDA, the Company will produce, and TubeSolar will purchase, thin-film PV foils (“PV Foils”) for use in TubeSolar’s solar modules for agricultural photovoltaic (“APV”) applications that require solar foils for its production. Under the JDA, the Company will receive up (i) to ~~this reporting period~~$4 million of non-recurring engineering (“NRE”) fees, (ii) up to $13.5 million of payments upon achievement of certain agreed production and cost structure milestones, and (iii) product revenues from sales of PV Foils to TubeSolar. The JDA has no fixed term, and may only be terminated by either party for breach.

The Company and TubeSolar have also jointly established a subsidiary company in ~~May~~Germany, in which TubeSolar holds a minority stake of 30% (the “JV”). The purpose of the JV is to establish and operate a PV manufacturing facility in Germany that will produce and deliver PV Foils exclusively to TubeSolar. Until the JV facility is fully operational, PV Foils will be manufactured in the Company’s existing facility in Thornton, Colorado. The parties expect to jointly develop next generation tooling for use in manufacturing PV Foils at the JV facility. The Company purchased 17,500 shares of the JV for 1 Euro per share, on November 10, 2021.

We continue to design and manufacture PV integrated portable power applications for commercial and military ~~users.~~users, including the US Marine Corps, US AF Special Operations Command, US Special Operations Command, US Army Special Operations Command, US Army Futures Command, and others. Due to the high durability enabled by the monolithic integration employed by our technology, the capability to customize modules into different form factors and what we believe is the industry leading light weight and flexibility provided by our modules, we believe that the potential applications for our products are ~~extensive.~~extensive, including anywhere that may need power generation such as in disaster recovery and emergency preparedness, commercial and personal adventure expeditions to remote areas, humanitarian efforts in areas with poor power infrastructure, photography and filming involved in wildlife observation, to name a few.

We manufacture our products by affixing a thin CIGS layer to a flexible, plastic substrate using a large format, roll-to-roll process that permits us to fabricate our flexible PV modules in an integrated sequential operation. We use proprietary monolithic integration techniques which enable us to form complete PV modules with little to no ~~costly backend~~back-end assembly cost of ~~inter~~inter- cell connections. Traditional PV manufacturers assemble PV modules by bonding or soldering discrete PV cells together. This manufacturing step typically increases manufacturing costs and at times proves detrimental to the overall yield and reliability of the finished product. By reducing or eliminating this added step using our proprietary monolithic integration techniques, we believe we can achieve cost savings in, and increase the reliability of, our PV modules. All tooling necessary for us to meet our near-term production requirements is installed in our Thornton, Colorado plant. ~~In 2012, we further revised our strategy to focus on applications for emerging and high-value specialty PV markets, including off grid, aerospace, military and defense and consumer-oriented products.~~

We plan to continue the development of our current PV technology to increase module efficiency, improve our manufacturing tooling and process capabilities and reduce manufacturing costs. We also plan to continue to take advantage of research and development contracts to fund a portion of this development.

We believe the significant trends, uncertainties and challenges that directly or indirectly affect our financial performance and results of operations include:

Basis of Presentation: The accompanying unaudited condensed consolidated financial statements ~~(unaudited)~~ have been derived from the accounting records of Ascent Solar Technologies, Inc. and Ascent Solar (Asia) Pte. Ltd. (collectively, ~~"the Company"~~the “Company") as of March 31, ~~2021~~2022 and December 31, ~~2020,~~2021, and the results of operations for the three months ended March 31, ~~2021~~2022 and ~~2020.~~2021. Ascent Solar (Asia) Pte. Ltd. is wholly owned by Ascent Solar Technologies, Inc. All significant inter-company balances and transactions have been eliminated in the accompanying condensed consolidated financial statements.

Critical accounting policies used in reporting our financial results are reviewed by management on a regular basis. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosure of contingent assets and liabilities. Processes used to develop these estimates are evaluated on an ongoing basis. Estimates are based on historical experience and various other assumptions that are believed to be reasonable for making judgments about the carrying value of assets and liabilities. Actual results may differ as outcomes from assumptions may change.

	Three Months Ended March 31,
	2022			2021			$ Change			% Change
Revenues
Products	$	54,210		$	165,158		$	(110,948	)		-67	%
Milestone and engineering		512,000			-			512,000			100	%
Total Revenues		566,210			165,158			401,052			33	%

Costs and Expenses
Cost of Revenue		532,890			72,782			460,108			632	%
Research, development and manufacturing operations		1,406,322			728,036			678,286			93	%
SG&A		821,266			561,709			259,557			46	%
Depreciation		16,665			12,872			3,793			29	%
Total Costs and Expenses		2,777,143			1,375,399			1,401,744			102	%

Loss From Operations		(2,210,933	)		(1,210,241	)		(1,000,692	)		83	%

Other Income/(Expense)
Other Income/(Expense), net		-			800			(800	)		-100	%
Interest Expense		(2,086,314	)		(562,079	)		(1,524,235	)		271	%
Change in fair value of derivatives and gain/(loss) on extinguishment of liabilities		-			3,617,904			(3,617,904	)		-100	%
Income/(Loss) on Equity Method Investments		(2	)					(2	)		100	%
Total Other Income/(Expense)		(2,086,316	)		3,056,625			(5,142,941	)		-168	%
Net (Loss)/Income	$	(4,297,249	)	$	1,846,384		$	(6,143,633	)		-333	%

Total Revenues. Our total revenues ~~were $165,158~~increased by $401,052, or 33%, for the three months ended March 31, ~~2021~~2022 when compared to ~~$4,090~~the same period in 2021, due primarily to the NRE fees received from TubeSolar in the current period. This was partially offset by lower product revenue in the current period.

Cost of revenues. Cost of revenues is primarily comprised of repair and maintenance, direct labor, and overhead expenses. Our Cost of revenues increased by $460,108, or 632%, for the three months ended March 31, ~~2020, an increase of $161,068,~~2022 when compared to the same period in 2021. This is due primarily to ~~increased~~the increase in repair and maintenance, personnel, and other operating costs as a result of an increase in operations ~~in the current period. The Company was in a dormant status for the 2020 three months period, as the focus in 2020 was to recapitalize and restructure the Company’s balance sheet.~~

~~Cost of revenues.~~ ~~Our cost of revenues for~~during the three months ended March 31, ~~2021 was $72,782~~2022 when compared to ~~$72,706 for~~ the ~~three months ended March 31, 2020, a negligible increase of $76 despite a sharp increase~~same period in ~~net revenue for the period. Cost of revenues for the three months ended March 31, 2021 is comprised primarily of direct labor and overhead.~~2021. Management believes our factory is ~~currently~~ significantly under-utilized, and a substantial increase in revenue would result in marginal

increases to ~~direct labor~~Direct Labor and ~~overhead~~Overhead included in the ~~cost~~Cost of revenues. As such management’s continued focus going forward is to improve gross margin through increased sales and improved utilization of our factory. ~~We are currently pursuing high-value PV markets.~~

Research, development and manufacturing operations. Research, development and manufacturing operations costs were $728,036 for the three months ended March 31, 2021, compared to $159,464 for the three months ended March 31, 2020, an increase of $568,572. The increase in costs is due primarily to an increased level of operations in the current period as compared to the Company’s dormant status in the 2020 three months period. Research, development and manufacturing operations costs include costs incurred for product development, pre-production and production activities in our manufacturing facility. Research, development and manufacturing operations costs also include costs related to technology development.

~~Selling,general~~ Research, development and ~~administrative.~~ ~~Selling, general and administrative expenses were $561,709~~manufacturing operations costs increased by $678,286, or 93%, for the three months ended March 31, ~~2021,~~2022 when compared to ~~$69,522 for~~ the ~~three months ended March 31, 2020, an increase of $492,187. The increase~~same period in ~~costs~~2021. This is due primarily to an increase in repair and maintenance, personnel and other operating costs as a result of increased level of operations in the current period as compared to the Company’s ~~dormant~~restart status in the ~~2020 three months period.~~same period in 2021.

~~Other Income/Expense, net.~~Selling, ~~Other net income was $3,056,625~~general and administrative. Selling, general and administrative expenses increased by $259,557, or 46%, for the three months ended March 31, ~~2021,~~2022 when compared to ~~other net~~the same period in 2021. The increase in costs is due primarily to increased personnel and personnel related costs in the current period as compared to the Company’s restart status in the same period in 2021.

Other Income/Expense. Other income ~~of $6,746,058~~decreased $5,142,941, or 168%, for the three months ended March 31, ~~2020, a decrease of $3,689,433.~~2022 when compared to the same period in 2021. The decrease is due primarily to a gain from the change in fair value of derivative ~~liabilities.~~liabilities recognized in the prior period compared to the current period where the Company accelerated the amortization of approximately $2 million in convertible debt discount and recognized it as interest expense as the convertible debt holders converted their debt.

Net (Loss)/Income. Our ~~net income was $1,846,384~~Net Loss increased by $6,143,633, or 333%, for the three months ended March 31, ~~2021,~~2022 compared to ~~a Net Income of $6,392,193 for~~ the ~~three months ended March 31, 2020, a decrease of $4,545,809. The decrease is~~same period in 2021 primarily due ~~primarily~~ to the ~~change in fair value of the derivative liabilities.~~items mentioned above.

~~The decrease of $4,545,809 in net income for the three months ended March 31, 2021 can be summarized in variances in significant account activity as follows:~~

Additional projected ~~product~~total revenues are not anticipated to result in a positive cash flow position for the year overall and, as of March 31, ~~2021,~~2022, the Company has working capital of ~~$1,108,298.~~$1,439,461. As such, cash liquidity would not be sufficient for the next twelve months and will require additional financing.

The Company continues to accelerate sales and marketing efforts related to its military solar products and specialty PV application strategies through expansion of its sales and distribution channels. The Company has begun activities related to securing additional financing through strategic or financial investors, but there is no assurance the Company will be able to raise additional capital on acceptable terms or at all. If the Company's revenues do not increase rapidly, and/or additional financing is not obtained, the Company will be required to significantly curtail operations to reduce costs and/or sell assets. Such actions would likely have an adverse impact on the Company's future operations.

As a result of the Company’s recurring losses from operations, and the need for additional financing to fund its operating and capital requirements, there is uncertainty regarding the Company’s ability to maintain liquidity sufficient to operate its business effectively, which raises doubt as to the Company’s ability to continue as a going concern.

Statements of Cash Flows Comparison of the Three Months Ended March 31, 2022 ~~March 31,~~ and2021 ~~and 2020~~

For the three months ended March 31, ~~2021,~~2022, our cash used in operations was ~~$2,026,942~~$2,792,080 compared to ~~$249,443~~$2,009,294 for the three months ended March 31, ~~2020,~~2021, an increase of ~~$1,777,499.~~$782,786. The increase is due primarily to the ~~result of~~ scaling up of operations during the current period ~~and~~as compared to the Company’s ~~dormant~~restart status in the ~~2020~~2021 three months period. For the three months ended March 31, ~~2021,~~2022, cash used in investing activities was $141,318 compared to no cash provided by investing activities ~~was $17,648 compared to cash provided by investing activities of $254,443~~ for the three months ended March 31, ~~2020.~~2021. This change was due primarily to the ~~result of a decrease~~Company investing in ~~proceeds from~~new PP&E in the ~~sale of assets.~~current period. During the three months ended March 31, ~~2021, negative operating~~2022, net cash ~~flows~~used in operations of ~~$2,026,942~~$2,792,080 were funded through ~~$5,500,000 in~~the proceeds from issuances of preferred and common ~~stock.~~stock during 2021.

As of March 31, ~~2021,~~2022, we did not have any ~~off balance~~off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.

We are a “smaller reporting company” meaning that the market value of our stock held by non-affiliates is less than $700 million and our annual revenue was less than $100 million during the most recently completed fiscal year. We may continue to be a smaller reporting company if either (i) the market value of our stock held by non-affiliates is less than $250 million or (ii) our annual revenue was less than $100 million during the most recently completed fiscal year and the market value of our stock held by non-affiliates is less than $700 million. As a smaller reporting company, we may rely on exemptions from certain disclosure requirement that are available to smaller reporting companies. Specifically, as a smaller reporting company we may choose to present only the two most recent fiscal years of audited financial statements in our Annual Report on Form 10-K and smaller reporting companies have reduced disclosure obligations regarding executive compensation.

We hold no significant funds and have no significant future obligations denominated in foreign currencies as of March 31, ~~2021.~~2022.

Although our reporting currency is the U.S. Dollar, we may conduct business and incur costs in the local currencies of other countries in which we may operate, make sales and buy materials. As a result, we are subject to currency translation risk. Further, changes in exchange rates between foreign currencies and the U.S. Dollar could affect our future net sales and cost of sales and could result in exchange losses.

Our exposure to market risks for changes in interest rates relates primarily to our cash equivalents and investment portfolio. As of March 31, ~~2021,~~2022, our cash equivalents consisted only of operating accounts held with financial institutions. From time to time, we may hold restricted funds, money market funds, investments in U.S. government securities and ~~high quality~~high-quality corporate securities. The primary objective of our investment activities is to preserve principal and provide liquidity on demand, while at the same time maximizing the income we receive from our investments without significantly increasing risk. The direct risk to us associated with fluctuating interest rates is limited to our investment portfolio, and we do not believe a change in interest rates will have a significant impact on our financial position, results of operations, or cash flows.

We maintain disclosure controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms. Our disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management as appropriate to allow timely decisions regarding required disclosures. Our management conducted an evaluation required by

Rules 13a-15 and 15d-15 under the Exchange Act of the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15 and 15d-15 under the Exchange Act as of March 31, ~~2021.~~2022. Based on this evaluation, our management concluded the design and operation of our disclosure controls and procedures were ~~not~~ effective as of March 31, ~~2021.~~2022.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our system of internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles ("U.S. GAAP") in the United States of America and includes those policies and procedures that:

Under the supervision of the Audit Committee of the Board of Directors and with the participation of our management, including our Chief Executive Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting using the criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this evaluation, our management concluded our internal controls over financial reporting were ~~not~~ effective as of March 31, ~~2021.~~2022. Our management reviewed the results of its assessment with the Audit Committee.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

Based on our assessment and the criteria used, management concluded that our internal control over financial reporting as of March 31, 2021 was not effective due to the material weaknesses described as follows:

~~As a consequence, the Company did not have effective process level control activities over the following:~~

~~The control deficiencies described above created a reasonable possibility that a material misstatement to the consolidated financial statements would not be prevented or detected on a timely basis.~~

~~Remediation Plan for Material Weaknesses in Internal Control over Financial Reporting~~

The Company’s financial challenges faced in 2020 subsided as cash flow improved during the three months ended March 31, 2021, the Company received funding during the second half of 2020 and first quarter of 2021 and began to bring the Company back into operating status. The Company executed, or is in the process of executing, the following steps to remediate the aforementioned material weaknesses in its internal control over financial reporting:

~~Except for the identification and mitigation of the material weaknesses noted above, there~~There were no other changes in internal control over financial reporting during the three months ended March 31, ~~2021~~2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

From time to time, we may become involved in legal proceedings arising in the ordinary course of our business. We are not currently aware of any such proceedings or claims that we believe will have, individually or in the aggregate, a material adverse effect on our business, financial condition or results of operations.

The COVID-19 pandemic in the United States and world-wide has caused business disruption which may negatively impact the Company’s operations and results. While the disruption is currently expected to be temporary, there is considerable uncertainty around the duration. It is therefore likely there will be an impact on the Company’s operating activities and results. However, the related financial impact and duration cannot be reasonably estimated at this time.

In addition to the information set forth in this Form 10-Q, you should carefully consider the risk factors disclosed under the heading “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, ~~2020.~~2021. There have been no material changes to our risk factors from those included in our Annual Report on Form 10-K for the year ended December 31, ~~2020.~~2021.

We did not repurchase any of our equity securities during the three months ended March 31, ~~2021.~~2022.

The exhibits listed on the accompanying Index to Exhibits on this Form 10-Q are filed or incorporated into this Form 10-Q by reference.

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, thereunto duly authorized on the ~~24th~~12th day of May, ~~2021.~~2022.



Delaware		20-3672603
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

12300 Grant Street, Thornton, CO		80241
(Address of principal executive offices)		(Zip Code)

Title of each class	Trading Symbol(s)	Name of exchange on which registered
Common	ASTI	OTC

PART I. FINANCIAL INFORMATION		1
Item 1.	Unaudited Condensed Consolidated Financial Statements ~~(unaudited)~~	1
	Unaudited Condensed Consolidated Balance Sheets - as of March 31, ~~2021 (unaudited)~~2022 and December 31, ~~2020~~2021	1
	Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income - For the Three ~~months ended~~Months Ended March 31, ~~2021 (unaudited)~~2022 and ~~March 31, 2020~~2021	2
	Unaudited Condensed Consolidated Statements of Changes in ~~Stockholder's Deficit~~Stockholders’ Equity (Deficit) - for the Three ~~months ended~~Months Ended March 31, ~~2021 (unaudited)~~2022 and ~~March 31, 2020~~2021	3
	Unaudited Condensed Consolidated Statements of Cash Flow - For the Three ~~months ended~~Months Ended March 31, ~~2021 (unaudited)~~2022 and ~~March 31, 2020~~2021	5
	Notes to the Unaudited Condensed Consolidated Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2214
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	2619
Item 4.	Controls and Procedures	2719
PART II. OTHER INFORMATION		2921
Item 1.	Legal Proceedings	2921
Item 1A.	Risk Factors	2921
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2921
Item 3.	Defaults Upon Senior Securities	2921
Item 4.	Mine Safety Disclosures	2921
Item 5.	Other Information	2921
Item 6.	Exhibits	3022
SIGNATURES		3225

Balance as of January 1, 2022	$	22,500
Additions		198,500
Recognized as revenue		(22,500	)
Balance as of March 31, 2022	$	198,500

~~Derivative Liability Balance as of December 31, 2020~~		~~5,303,984~~
~~Liability extinguished~~		~~(5,303,984~~	)
~~Derivative Liability Balance as of March 31, 2021~~	$	—




☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



☐	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

	Global Ichiban			St. George			BD 1			Total
Secured Notes Principal Balance at December 31, 2019	$	5,012,897		$	2,160,000		$	0		$	7,172,897
New notes		6,400,000			0			0			6,400,000
Note conversions		(600,000	)		0			0			(600,000	)
Note assignments		0			(2,160,000	)		2,160,000			0
Notes Exchanged		(5,012,897	)		0			(2,160,000	)		(7,172,897	)
Secured Notes Principal Balance at December 31, 2020		5,800,000			0			0			5,800,000
Less: remaining discount		(394,363	)		0			0			(394,363	)
Secured Notes, net of discount, at December 31, 2020		5,405,637			0			0			5,405,637
Note conversions		(5,800,000	)		0			0			(5,800,000	)
Secured Notes Principal Balance at March 31, 2021		0			0			0			0
Less: remaining discount		0			0			0			0
Secured Notes, net of discount, at March 31, 2021	$	0		$	0		$	0		$	0

	Investor 1			Investor 2			BD 1			SBA		Total
Promissory Notes Principal Balance at December 31, 2019	$	494,437		$	615,000		$	0		$	0	$	1,109,437
New principal		0			35,000			0			193,200		228,200
Notes assigned		(494,437	)		(650,000	)		1,144,437			0		0
Notes exchanged		0			0			(1,144,437	)		0		(1,144,437	)
Promissory Notes Principal Balance at December 31, 2020		0			0			0			193,200		193,200
Less: remaining discount		0			0			0			0		0
Promissory Notes Principal Balance at December 31, 2020		0			0			0			193,200		193,200
New principal		0			0			0			0		0
Notes exchanged		0			0			0			0		0
Promissory Notes Principal Balance at March 31, 2021		0			0			0			193,200		193,200
Less: remaining discount		0			0			0			0		0
Promissory Notes, net of discount, at March 31, 2021	$	0		$	0		$	0		$	193,200	$	193,200

	Principal Balance 12/31/2019		New Notes		Notes assigned or exchanged			Notes converted			Principal Balance 12/31/2020		Less: Discount Balance			Net Principal Balance 12/31/2020
October 2016 Notes	$	330,000	$	0	$	(330,000	)	$	0		$	0	$	0		$	0
St. George Notes		617,663		0		(617,663	)		0			0		0			0
BayBridge Notes		940,600		0		(940,600	)		0			0		0			0
Bellridge Notes		496,000		0		(451,000	)		(45,000	)		0		0			0
Power Up Notes		106,820		0		(106,820	)		0			0		0			0
Widjaja Note		330,000		0		(330,000	)		0			0		0			0
GS Capital Notes		169,500		0		(169,500	)		0			0		0			0
Penumbra Note (related party)		0		250,000		(250,000	)		0			0		0			0
BD 1 Notes (related party)		0		10,500,000		0			0			10,500,000		(2,936,952	)		7,563,048
Crowdex Note (related party)		0		0		250,000			0			250,000		0			250,000
	$	2,990,583	$	10,750,000	$	(2,945,583	)	$	(45,000	)	$	10,750,000	$	(2,936,952	)	$	7,813,048

	Principal Balance 12/31/2020		New Notes/Adjustments		Notes assigned or exchanged		Notes converted		Principal Balance 3/31/2021		Less: Discount Balance			Net Principal Balance 3/31/2021
BD 1 Notes (related party)		10,500,000		0		0		0		10,500,000		(2,789,151	)		7,710,849
Crowdex Note (related party)		250,000		0		0		0		250,000		0			250,000
	$	10,750,000	$	0	$	0	$	0	$	10,750,000	$	(2,789,151	)	$	7,960,849

	For the Three Months Ended March 31,
	2021		2020
Research and development	$	—	$	—
Selling, general and administrative		—		—
Total share-based compensation cost	$	—	$	—

	Stock Option Shares		Weighted Average Remaining Contractual Life in Years
Outstanding at December 31, 2019		97	5.18
Granted		0
Exercised		0
Canceled		—
Outstanding at December 31, 2020		97	4.43
Granted		0
Exercised		0
Canceled		—
Outstanding and Exercisable at March 31, 2021		97	4.18

	~~Increase (Decrease)~~ ~~in Net Income For~~ ~~the Three Months~~ ~~Ended March 31,~~ ~~2021~~ ~~Compared to the~~ ~~Three Months~~ ~~Ended March 31,~~ ~~2020~~
~~Revenues~~		~~161,068~~
~~Cost of Revenue~~		~~(76~~	)
~~Research, development and manufacturing~~ ~~operations~~		~~(568,572~~	)
~~Selling, general and administrative expenses~~		~~(492,187~~	)
~~Depreciation and Amortization Expense~~		~~43,391~~
~~Other Income / Expense~~
~~Other income~~		~~(258,800~~	)
~~Interest Expense~~		~~668,613~~
~~Non-Cash Change in Fair Value of Derivatives~~ ~~and Gain/Loss on Extinguishment of~~ ~~Liabilities, net~~		~~(4,099,246~~	)
~~Decrease in Net Income~~		~~(4,545,809~~	)


Exhibit No.		Description

3.1		Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.2 to our Registration Statement on Form SB-2 filed on January 23, 2006 (Reg. No. 333-131216))

3.2		Certificate of Amendment to the Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2011)

3.3		Certificate of Amendment to the Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed February 11, 2014)

3.4		Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company, dated August 26, 2014. (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed September 2, 2014)

3.5		Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company, dated October 27, 2014 (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K dated October 28, 2014)

3.6		Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company, dated December 22, 2014. (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K dated December 23, 2014)

3.7		Second Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to our Current Report on Form 8-K filed on February 17, 2009)

3.8		First Amendment to Second Amended and Restated Bylaws (incorporated by reference to Exhibit 3.3 to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2009)

3.9		Second Amendment to Second Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed January 25, 2013)

3.10		Third Amendment to Second Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed December 18, 2015)

3.11		Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company, dated May 26, 2016 (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed June 2, 2016)

3.12		Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company, dated September 15, 2016 (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed September 16, 2016)

3.13		Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company, dated March 16, 2017 (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed March 17, 2017)

3.14		Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company, dated July 19, 2018 (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed July 23, 2018)

3.15		Certificate of Designations of Preferences, Rights, and Limitations of Series 1A Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed September 30, 2020)

3.16		Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company, dated September 23, 2021 (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed September 24, 2021)



3.17		Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company, dated January 27, 2022 (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed February 2, 2022)

4.1		Form of Common Stock Certificate (incorporated by reference to Exhibit 4.1 to our Registration Statement on Form SB-2/A filed on June 6, 2006 (Reg. No. 333-131216))

4.2		Certificate of Designations of Series A Preferred Stock ~~(incorporated by reference to~~(filed as Exhibit 4.2 to our Registration Statement on Form S-3 filed July 1, 2013 (Reg. No. 333-189739))


4.3		Description of Securities (incorporated by reference to Exhibit 4.3 to our Annual Report on Form ~~10-k~~10-K filed May 13, 2021)

10.1^CTR		~~Tranche 2 Series 1A~~ Securities Purchase Agreement, dated January ~~4, 2021~~17, 2006, between the Company and ITN Energy Systems, Inc. (incorporated by reference to Exhibit ~~10.2~~10.1 to our ~~Current Report~~Registration Statement on Form ~~8-K~~SB-2 filed on January ~~6, 2021)~~23, 2006 (Reg. No. 333-131216))

10.2^CTR		~~Common Stock Purchase~~Invention and Trade Secret Assignment Agreement, dated ~~March 4, 2021~~January 17, 2006, between the Company and ITN Energy Systems, Inc. (incorporated by reference to Exhibit ~~10.1~~10.2 to our ~~Current Report~~Registration Statement on Form ~~8-K~~SB-2 filed ~~March 10, 2021)~~on January 23, 2006 (Reg. No. 333-131216))

10.3		~~Settlement~~Patent Application Assignment Agreement, dated ~~March~~January 17, 2006, between the Company and ITN Energy Systems, Inc. (incorporated by reference to Exhibit 10.3 to our Registration Statement on Form SB-2 filed on January 23, 2006 (Reg. No. 333-131216))

10.4^CTR		License Agreement, dated January 17, 2006, between the Company and ITN Energy Systems, Inc. (incorporated by reference to Exhibit 10.4 to our Registration Statement on Form SB-2 filed on January 23, 2006 (Reg. No. 333-131216))

10.5		Letter Agreement, dated November 23, 2005, among the Company, ITN Energy Systems, Inc. and the University of Delaware (incorporated by reference to Exhibit 10.16 to our Registration Statement on Form SB-2/A filed on May 26, 2006 (Reg. No. 333-131216))

10.6^CTR		License Agreement, dated November 21, 2006, between the Company and UD Technology Corporation (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on November 29, 2006)

10.7		Novation Agreement, dated January 1, 2007, among the Company, ITN Energy Systems, Inc. and the United States Government (incorporated by reference to Exhibit 10.23 to our Annual Report on Form 10-KSB for the year ended December 31, 2006)

10.8†		Executive Employment Agreement, dated April 4, 2014, between the Company and Victor Lee (filed as Exhibit 10.1 to our Current Report on Form 8-K filed on April 9, 2014)

10.9†		Seventh Amended and Restated 2005 Stock Option Plan (incorporated by reference to Annex B of our definitive proxy statement dated April 22, 2016)

10.10†		Seventh Amended and Restated 2008 Restricted Stock Plan Stock Option Plan Plan (incorporated by reference to Annex A of our definitive proxy statement dated April 22, 2016)

10.11+		Industrial Lease for 12300 Grant Street, Thornton, Colorado dated September 21, 2020 (incorporated by reference to Exhibit 10.50 to our Annual Report on Form 10-K filed January 29, 2021)

10.12+		Long-Term Supply and Joint Development Agreement dated September 15, 2021 (incorporated by reference to Exhibit 10.2 to our ~~Current~~Quarterly Report on Form ~~8-K filed March 10,~~10-Q for the quarter ended September 30, 2021)

10.13		Fleur Capital Unsecured Convertible Promissory Note dated January 3, 2022

10.14		Nanyang Unsecured Convertible Promissory Note dated January 21, 2022

31.1*		Chief Executive Officer Certification pursuant to section 302 of the Sarbanes-Oxley Act of 2002

31.2*		Chief Financial Officer Certification pursuant to section 302 of the Sarbanes-Oxley Act of 2002

32.1*		Chief Executive Officer Certification pursuant to section 906 of the Sarbanes-Oxley Act of 2002

32.2*		Chief Financial Officer Certification pursuant to section 906 of the Sarbanes-Oxley Act of 2002


101.INS		Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.

101.SCH		Inline XBRL Taxonomy Extension Schema Document

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

*		Filed herewith

^CTR		Portions of this exhibit have been omitted pursuant to a request for confidential treatment.

†		Denotes management contract or compensatory plan or arrangement.

+		Certain portions of the exhibit have been omitted pursuant to Rule 601(b)(10) of Regulation S-K. The omitted information is (i) not material and (ii) would likely cause competitive harm to the Company if publicly disclosed.

	ASCENT SOLAR TECHNOLOGIES, INC.

May ~~24, 2021~~12, 2022	By:	/s/ VICTOR LEE
		Lee Kong Hian (aka Victor Lee) President and Chief Executive Officer (Principal Executive Officer)

May ~~24, 2021~~12, 2022	By:	/s/ MICHAEL J. GILBRETH
		Michael J. Gilbreth Chief Financial Officer (Principal Financial and Accounting Officer)

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company