Registrant’s telephone number including area code: ~~720-872-5000~~720-872-5000

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 every Interactive Data File required to be submitted 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 ~~November 10, 2022,~~May 15, 2023, there were ~~33,930,812~~49,929,967 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 “Overview.” 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.


	September 30,			December 31,			March 31,			December 31,
	2022			2021			2023			2022
ASSETS
Current Assets:
Cash and cash equivalents	$	2,850,271		$	5,961,760		$	6,343,687		$	11,483,018
Trade receivables, net of allowance of $26,000 and $26,000, respectively		112,000			49,250
Trade receivables, net of allowance of $26,000 and $26,000, respectively								94,875			1,769
Inventories, net		684,385			592,172			513,063			615,283
Prepaid and other current assets		875,041			247,736			1,507,609			344,110
Total current assets		4,521,697			6,850,918			8,459,234			12,444,180

Property, Plant and Equipment:		22,558,389			22,425,935			22,638,819			22,590,169
Accumulated depreciation		(22,022,653	)		(22,146,273	)		(22,059,497	)		(22,038,508	)
Property, Plant and Equipment, net		535,736			279,662			579,322			551,661

Other Assets:
Operating lease right-of-use assets, net		4,489,930			4,984,688			4,141,958			4,324,514
Patents, net of accumulated amortization of $149,426 and $135,050 respectively		80,223			86,595
Patents, net of accumulated amortization of $159,010 and $154,218 respectively								81,075			79,983
Equity method investment		61,254			21,205			68,085			61,379
Other non-current assets		625,000			625,000			1,233,725			1,214,985
								5,524,843			5,680,861
Total Assets	$	10,313,840		$	12,848,068		$	14,563,399		$	18,676,702
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current Liabilities:
Accounts payable	$	717,054		$	642,165		$	581,141		$	595,157
Related party payables		42,666			45,000			5,337			67,164
Accrued expenses		2,341,667			991,534			748,076			888,869
Accrued payroll								754,663			927,264
Accrued professional services fees								1,158,460			952,573
Accrued interest		521,496			475,671			725,446			559,060
Notes payable		250,000			250,000
Current portion of operating lease liability		708,762			646,742			754,168			733,572
Current portion of convertible notes								2,000,000			-
Other payable								250,000			250,000
Total current liabilities		4,581,645			3,051,112			6,977,291			4,973,659
Long-Term Liabilities:
Non-current operating lease liabilities		4,004,667			4,532,490			3,628,660			3,827,878
Non-current convertible notes, net		-			8,076,847			6,116,663			5,268,399
Accrued warranty liability		21,225			21,225			21,225			21,225
Total liabilities		8,607,537			15,681,674			16,743,839			14,091,161
Commitments and contingencies (Note 14)
Stockholders’ Equity (Deficit):
Series A preferred stock, $.0001 par value; 750,000 shares authorized; 48,100 and 48,100 shares issued and outstanding, respectively ($838,009 and $801,533 Liquidation Preference, respectively)		5			5
Common stock, $0.0001 par value, 500,000,000 authorized; 33,930,812 and 4,786,804 shares issued and outstanding, respectively		3,393			479
Series A preferred stock, $.0001 par value; 750,000 shares authorized; 48,100 and 48,100 shares issued and outstanding, respectively ($862,326 and $850,301 Liquidation Preference, respectively)								5			5
Common stock, $0.0001 par value, 500,000,000 authorized; 37,491,954 and 34,000,812 shares issued and outstanding, respectively								3,749			3,400
Additional paid in capital		444,022,317			424,948,698			451,336,338			452,135,653
Accumulated deficit		(442,303,388	)		(427,782,788	)		(453,511,214	)		(447,537,493	)
Accumulated other comprehensive loss		(16,024	)		-			(9,318	)		(16,024	)
Total stockholders’ equity (deficit)		1,706,303			(2,833,606	)		(2,180,440	)		4,585,541
Total Liabilities and Stockholders’ Equity (Deficit)	$	10,313,840		$	12,848,068		$	14,563,399		$	18,676,702

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

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

Series A
Preferred Stock

Series 1A
Preferred Stock

Common Stock

Additional
Paid-In

Accumulated

Other Accumulated Comprehensive

Total
Stockholders’
Equity

Shares

Amount

Shares

Amount

Shares

Amount

Capital

Deficit

Loss

(Deficit)

Balance at January 1, 2022

48,100

$
5

3,700

$
-

4,787,415

$
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 Loss

-

-

-

-

-

-

-

(6,610,034
)

-

(6,610,034
)
Foreign Currency Translation
   Loss

-

-

-

-

-

-

-

-

(13,353
)

(13,353
)
Balance at June 30, 2022

48,100

$
5

-

$
-

30,587,415

$
3,059

$
434,146,118

$
(434,392,822
)

$
(13,353
)

$
(256,993
)
Conversion of Nanyang Note
   into Common Stock

-

-

-

-

1,800,000

180

899,820

-

-

900,000

Conversion of Fleur Note into
   Common Stock

-

-

-

-

600,000

60

299,940

-

-

300,000

Proceeds from private placement:

-

   Common stock (8/19 @ $2.70)

-

-

-

-

943,397

94

2,551,311

-

-

2,551,405

   Warrants (8/19 @ $1.73)

-

-

-

-

-

-

2,448,595

-

-

2,448,595

Private placement costs

-

-

-

-

-

-

(119,617
)

-

-

(119,617
)
Share-based compensation

-

-

-

-

-

-

3,796,150

-

-

3,796,150

Net Loss

-

-

-

-

-

-

-

(7,910,566
)

-

(7,910,566
)
Foreign Currency Translation
   Loss

-

-

-

-

-

-

-

-

(2,671
)

(2,671
)
Balance at September 30, 2022

48,100

$
5

-

$
-

33,930,812

$
3,393

$
444,022,317

$
(442,303,388
)

$
(16,024
)

$
1,706,303

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

On June 30, 2017, the Company entered into an agreement with a vendor (“Vendor”) to convert the balance of their account into a note payable in the amount of ~~$250,000.~~$250,000. The note bears interest of 5%5% per annum and matured on February 28, 2018. As of ~~September 30, 2022,~~March 31, 2023, the Company had not made any payments on this note, the accrued interest was ~~$65,685,~~$68,836, and the note is due upon demand. This note is recorded as Other payable in the Condensed Balance Sheets.

NOTE 10. CONVERTIBLE NOTES

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

Principal
Balance
1/1/2022

New
Notes

Notes assigned or exchanged

Notes
converted

Principal
Balance
9/30/2022

BD1 Notes
(related party)
$
9,900,000

$
—

$
(2,000,000
)
$
(7,900,000
)
$
—

Nanyang Note

500,000

—

1,000,000

(1,500,000
)

—

Fleur Note

—

—

1,000,000

(1,000,000
)

—

$
10,400,000

$
—

$
—

$
(10,400,000
)
$
—


	Principal Balance 12/31/2022		Notes converted			Principal Balance 3/31/2023		Less: Discount Balance			Net Principal Balance 3/31/2023
Sabby Volatility Warrant Master Fund, LTD	$	7,392,899	$	(1,786,212	)	$	5,606,687	$	(1,860,185	)	$	3,746,502
L1 Capital Global Opportunities Master Fund, Ltd		7,500,000		(960,000	)		6,540,000		(2,169,839	)		4,370,161
	$	14,892,899	$	(2,746,212	)	$	12,146,687	$	(4,030,024	)	$	8,116,663

~~BD1~~Sabby / L1 Convertible ~~Note~~Notes

On ~~January 3,~~December 19, 2022, ~~BD 1 Investment Holding, LLC (“BD1”~~the Company entered into a Securities Purchase Contract (the “Securities Purchase Contract”) ~~sold~~with two institutional investors (each, an “Investor” and ~~assigned $1,000,000~~collectively, the “Investors”) for the issuance to the Investors of its convertible notes (“BD1 Convertible Notes”) to Fleur Capital Pte Ltd (“Fleur”). On January 21, 2022, BD1 sold and assigned $1,000,000 of its convertible notes to Nanyang Investment Management Pte Ltd (“Nanyang”). The$12,500,000 in aggregate ~~remaining principal balance held by BD1 after these assignments was $7,900,000. On February 1, 2022, BD1 converted all of their remaining $7,900,000 aggregate outstanding~~ 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.~~ Senior Secured Original Issue 10% Discount Convertible Advance Notes

~~Nanyang Convertible Note~~

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 will mature on December 18, 2025. Nanyang has the right, at any time until the note is fully paid, to convert any outstanding and unpaid principal into shares of common stock at a fixed conversion price equal to $0.50 per share. Shares of common stock may not be issued pursuant to this note if, after giving effect to the conversion or issuance, Nanyang, together with its affiliates, would beneficially own in excess of 4.99% of the outstanding shares of the Company’s common stock. The discount on the principal is charged to interest expense, ratably, over the life of the note.

On February 2, 2022, Nanyang converted $600,000 of their convertible notes into 1,200,000 shares of common stock. The associated discount on the converted portion of the notes of approximately $133,000 was charged to interest expense.

~~In July 2022,~~ ~~the Company and Nanyang agreed to waive the 4.99% cap on securities beneficially owned by Nanyang and its affiliates.~~ 10On July 11, 2022, Nanyang converted all of their remaining $900,000 balance of their convertible notes into 1,800,000 shares of common stock. The remaining associated discount of approximately $176,000 on the note was charged to interest expense.

~~Fleur Convertible Note~~

On January 21, 2022, as discussed above, BD1 assigned $1,000,000 of the BD1 Convertible Notes to Fleur. This note does not bear any interest and will mature on December 18, 2025. Fleur has the right, at any time until the note is fully paid, to convert any outstanding and unpaid principal into shares of common stock at a fixed conversion price equal to $0.50 per share. Shares of common stock may not be issued pursuant to this note if, after giving effect to the conversion or issuance, Fleur, together with its affiliates, would beneficially own in excess of 4.99% of the outstanding shares of the Company’s common stock. The discount on the principal is charged to interest expense, ratably, over the life of the note.

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 converted portion of the notes of approximately $155,000 was charged to interest expense. The discount on the remaining principal will be charged to interest expense, ratably, over the life of the note.

~~In July 2022,~~ ~~the Company and Fleur agreed to waive the 4.99% cap on securities beneficially owned by Fleur.~~ On July 11, 2022, Fleur converted all of their remaining $300,000 balance of their convertible notes into 600,000 shares of common stock. The remaining associated discount of approximately $59,000 on the note was charged to interest expense.

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pursuant to a direct registered offering (the “Registered Advance Notes”) and $2,500,000 in aggregate principal amount of Senior Secured Original Issue 10% Discount Convertible Advance Notes in a concurrent private placement (the “Private Placement Advance Notes” and, together with the Registered Advance Notes, the “Advance Notes”).

On March 29, 2023, the Company and each of the Investors entered into a Waiver and Amendment Agreement (the “Amendment”) relating to the Securities Purchase Contract and the Advance Notes to waive any event of default arising under Section 2.1 of the Advance Notes relating to the Company’s receipt of notice from the Listing Qualifications Department of Nasdaq indicating that the Company is not in compliance with the $1.00 Minimum Bid Price Requirement set forth in Nasdaq Listing Rule 5550(a)(2) for continued listing on The Nasdaq Capital Market (the “Specified Default”).

Pursuant to the Amendment, the Company and each of the Investors agreed to waive the Specified Default and further agreed to the amend the Advance Notes to provide that (i) the new “Floor Price” for all purposes of the Advance Notes is $0.20 per share of the Company’s common stock, (ii) until the Company regains compliance with the $1.00 Minimum Bid Price Requirement, “Conversion Price” under the Advance Notes will mean the “Alternative Conversion Price” (as defined in the Advance Notes) and (iii) the Company will make certain prepayments of the Advance Notes held by the Investors on the following dates and in the following aggregate cash amounts, at a price equal to 100% of the principal amount of the Advance Notes to be repaid plus accrued and unpaid interest thereon (if any). The Company's failure to comply with the terms of the Amendment would constitute an Event of Default under the Advance Notes.

On April 12, 2023, the Company and each of the Investors entered in a further amendment to the Amendment (the “Revised Amendment”), to provide for a consistent prepayment schedule for the Advance Notes held by each of the Investors. After giving effect to the Revised Amendment, the Advance Notes will be prepaid by the Company in cash on the following dates and in the following aggregate amounts, at a price equal to 100% of the principal amount of the Advance Notes to be prepaid plus accrued and unpaid interest thereon (if any). The Company’s failure to comply with the terms of the Revised Amendment would constitute an “Event of Default” under the Advance Notes.


Prepayment Date	Aggregate
April 3, 2023	$	333,333
April 13, 2023		333,333
May 18, 2023		666,667
June 19, 2023		666,667
	$	2,000,000

The Advance Notes are convertible to Common Stock. The fixed conversion price of the Advance Notes is subject to certain adjustments in accordance with the terms thereof, including certain anti-dilution adjustments in the event that the Company issues shares of Common Stock, securities convertible into, exercisable for or exchangeable for the Company’s Common Stock, rights or options to acquire Common Stock or convertible securities or any combination thereof, including as units with other securities or property in an integrated transaction, at a purchase or conversion, exercise or exchange price of less than the fixed conversion price then in effect with respect to the Advance Notes.

The Securities Purchase Contract also included certain warrants to purchase up to 2,513,406 shares of common stock (the "Warrants"). The Warrants were issued with an exercise price equal to $3.93 per share, subject to certain adjustments in certain events, including the future issuance by the Company of securities with a purchase or conversion, exercise or exchange price that is less than the exercise price of the Warrants then in effect at any time.

On April 14, 2023 the Company entered a securities purchase agreement (“SPA”) with Lucro Investments VCC-ESG Opportunities Fund (“Lucro”) for an approximate $9 million private placement (the “Private Placement”) of an aggregate of 7,499,997 shares of the Company’s Common Stock. The per share purchase price for the Shares is $1.20 per share. The terms of the SPA with Lucro triggered certain adjustments to the Advance Notes and the Warrants in accordance with the existing terms of the outstanding Advance Notes and the outstanding Warrants. Following these adjustments:

The fixed conversion price of the approximately $10.1 million principal amount currently outstanding Advance Notes has been lowered to $0.3661 per share of Common Stock;

The exercise price of the outstanding Warrants has been lowered to $0.3661 per share of Common Stock; and

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The number of shares that the Warrants are exercisable for has been increased from 2,513,406 to 26,980,840 shares of Common Stock.

During the three months ended March 31, 2023, Sabby converted $1.79 million of principal for 2,051,053 shares of common stock. During the three months ended March 31, 2023, L1 converted $0.96 million of principal for 1,440,090 shares of common stock. During the three months ended March 31, 2023, the Company had interest expense of $1,052,928 of which, $901,649 was due to accretion of discount on the note. Interest payable was $173,400 as of March 31, 2023.

NOTE 11. SERIES A PREFERRED STOCK

As of January 1, ~~2022,~~2023, there were 48,100 shares of Series A Preferred Stock outstanding. Holders of Series A Preferred Stock are entitled to cumulative dividends at a rate of 8%8% per annum when and if declared by the Board of Directors at its sole discretion. The dividends may be paid in cash or in the form of common stock (valued at ~~10%~~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 ~~$1,160,000, as~~$1,160,000, adjusted for reverse stock splits, 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~~$8.00 per share, plus any accrued and unpaid dividends, plus the make-whole amount (if applicable). At ~~September 30, 2022,~~March 31, 2023, 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. After making adjustment for the Company’s prior reverse stock splits, all 48,100 outstanding Series A preferred shares are convertible into less than one common 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.

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 ~~September 30, 2022,~~March 31, 2023, there were 48,100 shares of Series A Preferred Stock outstanding and accrued and unpaid dividends of ~~$453,209.~~$477,526.

NOTE 12. ~~SERIES 1A PREFERRED STOCK~~

~~Series 1A Preferred Stock – Tranche 1 Closing~~

As of January 1, 2022, there were 3,700 shares of Series 1A Preferred 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 a stated value of $1,000 per share. Shares of the Series 1A Preferred Stock are convertible into common stock by dividing the stated value by the fixed conversion price equal to $0.50 per common share, 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, 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.

On February 1, 2022 Crowdex and TubesSolar converted all of their remaining shares 1,300 and 2,400, respectively, of Series 1A Preferred Stock into 2,600,000 and 4,800,000, respectively shares of common stock.

~~Table of Contents~~

~~NOTE 13.~~ STOCKHOLDERS’ EQUITY (DEFICIT)

Common Stock

At ~~September 30, 2022,~~March 31, 2023, the Company had 500 million shares of common stock, ~~$0.0001~~$0.0001 par value, authorized for issuance. Each share of common stock has the right to one vote. As of ~~September 30, 2022,~~March 31, 2023, the Company had ~~33,930,812~~37,491,954 shares of common stock outstanding. The Company has not declared or paid any dividends related to the common stock during the ~~nine~~three month ended ~~September 30, 2022~~March 31, 2023 and ~~2021.~~2022.

~~Private Placement Offering~~

~~On August 4, 2022,~~During the ~~Company received $1,000,000~~three months ended March 31, 2023, $2.75 million of ~~gross proceeds pursuant to an unsecured~~ convertible promissory note (the “Bridge Note”) sold and issued to Lucro Investments VCC – ESG Opportunities Fund (“Lucro”), an affiliate of Fleur. The Bridge Note matures on February 3, 2023 (the “Maturity Date”) and does not bear interest (except in the event of a default). If the Company completes a “Qualified Financing”, the $1 million outstanding principal amount of the Bridge Note will automatically convertdebt was converted into the type of securities offered by the Company in the Qualified Financing on the same pricing, terms and conditions as specified in the Qualified Financing. A Qualified Financing is defined as (i) the Company’s issuance and sale of3,491,143 shares of its equity or equity-linked securities to investors, (ii) on or before the Maturity Date, (iii) in a financing with total proceeds to the Company of at least $5,000,000 (inclusive of the conversion of the $1,000,000 Bridge Note), and (iv) which financing would result in the listing of the Company’s common ~~stock on the Nasdaq Capital Market (“Nasdaq”).~~stock.

On August 8, 2022, the Company entered into a securities purchase agreement (“SPA”) with Lucro for the private placement (the “Private Placement”) of an aggregate of 943,397 shares (the “Shares”) of the Company’s common stock and warrants exercisable for up to an additional 1,415,095 shares of Common Stock (the “Warrants”). The Shares and Warrants were sold in units (the “Units”) at a fixed price of $5.30 per Unit. Each Unit consists of (i) one Share and (ii) Warrants exercisable for 1.5 shares of Common Stock.

Each Warrant is exercisable for five years at an exercise price of $5.30 per one share of Common Stock. The holder may not exercise the Warrants to the extent that, after giving effect to such exercise, the holder would beneficially own in excess of 9.99% of the shares of Common Stock outstanding, or, at the holder’s election on not less than 61 days’ notice, 19.99%. The Warrants are exercisable for cash. If, at the time the holder exercises any Warrants, a registration statement registering the issuance of the shares of Common Stock underlying the Warrants is not then effective or available for the issuance of such shares, then the Warrants may be net exercised on a cashless basis according to a formula set forth in the Warrants. There were 1,415,905 warrants outstanding at December 31, 2022.

On August 19, 2022, the Company received $4,000,000 of gross proceeds from the Private Placement and the $1,000,000 Bridge Note was cancelled and converted into Common Stock and Warrants. The $5,000,000 was allocated between the Common Stock and Warrants purchased based on the relative fair value of these instruments. The fair value of the Common Stocks was determined using the closing price of the stock at close if the SPA and the fair value of the Warrants was determined using the Black Scholes model using the following inputs:

	~~Warrants~~
~~Expected stock price volatility~~		82	%
~~Dividend yield~~		0	%
~~Risk-free interest rate~~		3	%
~~Expected life of the warrants (in years)~~		5

Preferred Stock

At ~~September 30, 2022,~~March 31, 2023, the Company had 25 million shares of preferred stock, ~~$0.0001~~$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.

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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
Series A		750,000		48,100
Series 1A		5,000		—
Series B-1		2,000		—
Series B-2		1,000		—
Series C		1,000		—
Series D		3,000		—
Series D-1		2,500		—
Series E		2,800		—
Series F		7,000		—
Series G		2,000		—
Series H		2,500		—
Series I		1,000		—
Series J		1,350		—
Series J-1		1,000		—
Series K		20,000		—

Warrants

As of March 31, 2023, there are 3,929,311 outstanding warrants with exercise prices between $3.93 and $5.30 per share.

Series A Preferred Stock

Refer to Note 11 for information on Series A Preferred ~~Stock activity.~~Stock.

Series 1A, ~~Preferred Stock~~

~~Refer to Note 12 for Series 1A Preferred Stock activity.~~

~~Series~~ B-1, B-2, C, D, D-1, E, F, G, H, I, J, J-1, and K Preferred Stock

There were no transactions involving the Series 1A, B-1, B-2, C, D, D-1, E, F, G, H, I, J, J-1, or K during the three ~~and nine~~ months ended ~~September 30, 2022~~March 31, 2023.

NOTE 13. SHARE-BASED COMPENSATION

The Company granted restricted stock units to the Company's Chief Executive Officer and ~~2021.~~Chief Financial Officer and recognized share-based compensation expense related to restricted stock grants of $1,404,450 for the three months ended March 31, 2023. On April 26, 2023, the Company terminated its employment contract with the Company's Chief Executive Officer resulting in the forfeiture of 2,356,394 restricted stock units. The remaining non-vested shares of 513,333 units are expected to vest in the future. Total unrecognized share-based compensation expense from the remaining unvested restricted stock as of March 31, 2023 was approximately $1,529,733 and is expected to be recognized over 33 months. The following table summarizes non-vested restricted stock and the related activity as of March 31, 2023:


	Shares			Weighted Average Grant Date Fair Value
Non-vested at January 1, 2023		3,152,033			4.95
Vested		(282,306	)		5.04
Non-vested at March 31, 2023		2,869,727			4.94

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NOTE 14. ~~SHARE-BASED COMPENSATION~~

COMMITMENTS AND CONTINGENCIES

On ~~September 21, 2022,~~April 26, 2023, the ~~Company’s~~ board of directors ~~appointed~~of the Company terminated Jeffrey Max as the Company’s ~~new~~President and Chief Executive Officer. ~~As part of~~ Mr. Max claims that his termination was not for cause as defined in his employment agreement ~~the Company granted Mr. Max an inducement grant~~which could enable him to certain benefits, including severance and vesting of restricted stock units (“RSUs”) for an aggregate of 3,534,591 shares of Ascent’s common stock. 20% of the RSUs are fully vested upon grant. The remaining 80% of the RSUs vests in equal monthly increments over the next 36 months. Any outstanding and unvested RSUs will accelerate and fully vest upon the earlier of (i) a change of control and (ii) the termination ofunits. Management believes Mr. ~~Max’s employment for any reason other than (x) by the Company~~Max was terminated for cause ~~or (y) by Mr. Max~~and any such claims, if asserted, would be without ~~good reason.~~

~~The estimated fair value~~substantial merit. Although the outcome of ~~the restricted stock unit~~any legal proceedings is $5.37, the closing price at grant date. As of September 30, 2022, approximately 707,000 shares vested under this agreement and the Company recognized approximately $3,796,000 in share-based compensation expense during the three months ended September 30, 2022. The RSUs will settle in eight equal increments on the last business day of each calendar quarter beginning with the initial settlement date of September 30, 2024. As of September 30, 2022, total unrecognized share-based compensation expense from unvested restricted stock was approximately $15,185,000 (or approximately 2,828,000 shares) and will be~~recognized over the remaining vesting period of 36 months.~~

~~NOTE 15. COMMITMENTS AND CONTINGENCIES~~

On September 21, 2022, the Company and Mr. Lee entered into a Separation Agreement and Release of Claims September 21, 2022 (the “Separation Agreement”). Under the Separation Agreement Mr. Lee is entitled, subject to his non-revocation of a general release of claims in favor of the Company, to the following separation benefits: (i) ~~payment of twelve (12) months’ salary equal to $360,000 , which amount shall be payable in accordance with the Company’s customary payroll~~

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~~practices and regular payroll time periods as in effect from time to time; (ii)~~uncertain, the Company will ~~pay~~vigorously defend any future claims made by Mr. Lee’s $200,000 declared but unpaid cash bonus in two installments; and (iii) the Company shall pay COBRA premiums at the Company’s current contribution level for the next 12 months. The Company accrued liabilities of approximately $590,000 included in Accrued Expenses on the Condense Consolidated Balance Sheet as of September 30, 2022. Max.

The Company is subject to various legal proceedings, both asserted and unasserted, that arise in the ordinary course of business. The Company cannot predict the ultimate outcome of such legal proceedings or in certain instances provide reasonable ranges of potential losses. However, as of the date of this report, the Company believes that none of these claims will have a material adverse effect on its ~~consolidated~~ financial position or results of operations. In the event of unexpected subsequent developments and given the inherent unpredictability of these legal proceedings, there can be no assurance that the Company’s assessment of any claim will reflect the ultimate outcome, and an adverse outcome in certain matters could, from time to time, have a material adverse effect on the Company’s ~~consolidated~~ financial position or results of operations in particular quarterly or annual periods.

NOTE 15. SUBSEQUENT EVENTS

On April 14, 2023, the Company entered the Private Placement with Lucro Investments VCC-ESG Opportunities Fundfor an approximate $9 million private placement of an aggregate of 7,499,997 shares of the Company’s common stock, $0.0001 par value per share. The per share purchase price is $1.20 per share. The Private Placement will close in nine tranches of approximately $1 million. The first tranche is scheduled to close by May 8, 2023. The ninth and final tranche is scheduled to close in late December 2023. The Company has not received the first tranche funding pursuant to this agreement. Management continues to assess the status and viability of this agreement.

On April 17, 2023, the Company entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with Flisom AG, a leading developer and manufacturer of photovoltaic thin film solar cells (“Seller”), pursuant to which, among other things, the Company purchased certain assets relating to thin-film photovoltaic manufacture and production from Seller (collectively, the “Assets”), including (i) certain manufacturing equipment located at Seller’s Niederhasli, Switzerland facility (the “Manufacturing Facility”) and (ii) related inventory and raw materials at the Manufacturing Facility (collectively, the “Transaction”). In connection with the Transaction, the Company also received a license to certain intellectual property rights used in the operation of the Assets and will also acquire, by operation of Swiss law, the employment contracts of certain employees of Seller in Switzerland who are functionally predominantly working with the Assets, subject to such employees being offered the right to remain employed by Seller after the closing of the Transaction (the “Closing”). The total consideration paid by the Company to Seller in connection with the Transaction was an aggregate amount in cash equal to $2,800,000.

At the Closing, the Company and Seller also entered into (i) a Transition Services Agreement requiring that Seller provide transition support for the Company’s operation of the Assets, with fees to be due and payable by the Company for performance of such support services, (ii) a Sublease Agreement related to the Company’s use of the premises at the Manufacturing Facility where the Assets are located (the “Sublease Agreement”), and (iii) a Technology License Agreement, pursuant to which Seller granted the Company a revocable, non-exclusive license to certain intellectual property rights of the Seller used in the operation of the Assets (the “Licensed IP”), subject to certain encumbrances on the Licensed IP in favor of Seller’s lender.

On April 20, 2023, the Company entered into a letter agreement (the “Letter Agreement”) with FL1 Holding GmbH, a German company (“FL1”) that is affiliated with BD 1 Investment Holding, LLC (“BD1”), an affiliate of the Company, BD1 and BD Vermögensverwaltung GmbH (“BD”), the parent entity of FL1 (collectively, the “Affiliates”), in connection with the prospective acquisition by FL1 of substantially all shares in Seller following the Closing, subject to the satisfaction of certain terms and conditions. Pursuant to the Letter Agreement, among other things, FL1 and one or more of the Affiliates agreed, on behalf of itself and its affiliates (i) to certain noncompetition and nonsolicitation obligations with respect to the Company and the Assets, including certain prospective customers of the products produced using the Assets, for a period of five (5) years from the Closing, subject to certain exceptions, (ii) to cause Seller to use certain of its intellectual property rights for limited internal purposes until such time as a joint collaboration agreement is entered into after the Closing among Seller, the Company and certain other affiliates of FL1 related to the licensing and use of such intellectual property, and otherwise not to dispose of or fail to maintain such intellectual property, (iii) to reimburse the Company for certain pre-Closing liabilities of Seller to the

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extent incurred by the Company following the closing of the Transaction; and (iv) to indemnify the Company for breaches of certain representations, warranties and covenants relating to the Assets.

Pursuant to the Letter Agreement, each of BD and BD1 have also agreed that (1) it and its affiliates will not offer to acquire or acquire, by merger, tender offer or otherwise, all or substantially all of the outstanding shares of capital stock of the Company not beneficially owned by BD and its affiliates, without the approval of a committee comprised of disinterested and independent members of the Company’s Board of Directors and the affirmative vote of a majority of the voting power of outstanding shares of the Company not beneficially owned by BD and its affiliates; (2) BD and its affiliates will not transfer any shares of the Company’s capital stock beneficially owned by them unless the transferee agrees in writing to be bound by the foregoing restriction; and (3) each of them will stand behind the obligations of FL1 pursuant to the Letter Agreement.

The Letter Agreement also grants the Company the option, but not the obligation, (i) to purchase certain intellectual property rights of Seller relating to thin-film photovoltaic manufacture and production for $2,000,000 following the release of certain liens on such intellectual property rights in favor of Seller’s lender, and (ii) for a period of 12 months following the Closing, to resell the Assets to FL1 for an aggregate amount equal to $5,000,000, with such transaction to close within 90 days following the exercise of the Company’s resale right.

On April 19, 2023, the Company entered a securities purchase agreement (“SPA”) with BD1 for a $5 million private placement (the “BD1 Private Placement”) of subordinated promissory notes (the “Notes”). The BD1 Private Placement will close in four tranches with the first tranche (for $2 million) scheduled to close by May 15, 2023. The fourth and final tranche is scheduled to close in mid-August 2023. The maturity date of all the Notes is September 30, 2026. The Notes will bear interest at 6% per annum and are (i) unsecured, (ii) not convertible, and (iii) are subordinated to the Company’s senior indebtedness. The Company has not received funding pursuant to this agreement.

Subsequent to March 31, 2023, Sabby and L1 converted approximately $3.1M principal into 12,153,013 shares of Common Stock.

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~~NOTE 16. SUBSEQUENT EVENTS~~

~~There were no~~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, 2022 which was filed with the SEC on March 10, 2023. This discussion and analysis contains statements of a forward-looking nature relating to future events ~~subsequent~~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 ~~September 30,~~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, 2022 to ~~report~~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 entitled “Forward-Looking Statements.”

Overview

We target high-volume production and high-value specialty solar markets. These include agrivoltaics, space, aerospace and high-value niche manufacturing/construction sectors. This strategy enables us to fully leverage what we believe are the unique advantages of our technology, including flexibility, durability and attractive power to 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 solar technology in two high-value PV verticals:

I. Aerospace: Space, Near-space and Fixed Wing UAV

II. Agrivoltaics

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 ~~this filing on November 10, 2022.~~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, 2023, we generated$124,225 of total revenue. As of March 31, 2023, we had an accumulated deficit of $453,511,214.

15Due 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, including integrated solutions anywhere that may need power generation such as vehicles in space or in flight, or dual-use installations on agricultural land.

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Commercialization and Manufacturing Strategy

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 back-end assembly cost of 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.

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.

In March, 2023, the Company redeployed its Thornton manufacturing facility to focus on industrial commercialization of the Company's patent-pending Perovskite solar technologies and has purchased manufacturing assets in Zurich, Switzerland where the Company plans to begin production of its PV modules.

Significant Trends, Uncertainties and Challenges

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

•

The impact of the novel coronavirus (“COVID-19”) pandemic on our business, results of operations, cash flows, financial condition and liquidity;

•

Our operating history and lack of profitability;

•

Our ability to develop demand for, and sales of, our products;

•

Our ability to attract and retain qualified personnel to implement our business plan and corporate growth strategies;

•

Our ability to develop sales, marketing and distribution capabilities;

•

Our ability to successfully develop and maintain strategic relationships with key partners;

•

The accuracy of our estimates and projections;

•

Our ability to secure additional financing to fund our short-term and long-term financial needs;

•

Our ability to maintain the listing of our common stock on the Nasdaq Capital Market;

•

The commencement, or outcome, of legal proceedings against us, or by us, including ongoing litigation proceedings;

•

Changes in our business plan or corporate strategies;

•

The extent to which we are able to manage the growth of our operations effectively, both domestically and abroad, whether directly owned or indirectly through licenses;

•

The supply, availability and price of equipment, components and raw materials, including the elements needed to produce our photovoltaic modules;

•

Our ability to expand and protect the intellectual property portfolio that relates to our photovoltaic modules and processes;

•

Our ability to maintain effective internal controls over financial reporting;

•

Our ability to achieve projected operational performance and cost metrics; and

•

General economic and business conditions, and in particular, conditions specific to the solar power industry.

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Basis of Presentation: The accompanying unaudited condensed financial statements have been derived from the accounting records of Ascent Solar Technologies, Inc. as of March 31, 2023 and December 31, 2022, and the results of operations for the three months ended March 31, 2023 and 2022.

Critical Accounting Policies and Estimates

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.

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, 2022. Except for the adoption of ASU 2020-06, there have been no significant changes to our accounting policies as of March 31, 2023.

Results of Operations

Comparison of the Three Months Ended March 31, 2023 and 2022


	Three Months Ended March 31,
	2023			2022			$ Change
Revenues
Products	$	99,225		$	54,210		$	45,015
Milestone and engineering		25,000			512,000			(487,000	)
Total Revenues		124,225			566,210			(441,985	)

Costs and Expenses
Cost of Revenue		461,795			532,890			(71,095	)
Research, development and manufacturing operations		1,665,694			1,406,322			259,372
Selling, general and administrative		1,591,821			821,266			770,555
Share-based compensation		1,404,450			-			1,404,450
Depreciation and amortization		25,781			16,665			9,116
Total Costs and Expenses		5,149,541			2,777,143			2,372,398
Loss From Operations		(5,025,316	)		(2,210,933	)		(2,814,383	)

Other Income/(Expense)
Other income/(expense), net		10,000			-			10,000
Interest Expense		(1,068,036	)		(2,086,314	)		1,018,278
Total Other Income/(Expense)		(1,058,036	)		(2,086,314	)		1,028,278
Income/(Loss) on Equity Method Investments		-			(2	)		2
Net (Loss)/Income	$	(6,083,352	)	$	(4,297,249	)	$	(1,786,103	)

Comparison of the Three Months Ended March 31, 2023 and 2022

Total Revenues. Our total revenues decreased by $441,985, or 78%, for the three months ended March 31, 2023 when compared to the same period in 2022. The decrease was primarily due to milestone and engineering revenue in 2022 from TubeSolar, a related party, of $512,000 that was not repeated in 2023.

Cost of revenue. Cost of revenues is primarily comprised of repair and maintenance, material costs, and direct labor and overhead expenses. Our Cost of revenues decreased by $71,095, or 13%, for the three months ended March 31, 2023 when compared to the same period in 2022.This is due primarily to the Company redeploying its Thornton manufacturing facility to focus on industrial commercialization of the Company's patent-pending Perovskite solar technologies resulting in lower cost of revenue.

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Research, development and manufacturing operations. 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. Research, development and manufacturing operations costs increased by $259,372, or 18%, for the three months ended March 31, 2023 when compared to the same period in 2022. This is due primarily to the Company redeploying the Thornton manufacturing facility as a Perovskite Center of Excellence and focusing on patent-pending Perovskite solar technologies.

Selling,general and administrative. Selling, general and administrative expenses increased by $770,555, or 94%, for the three months ended March 31, 2023 when compared to the same period in 2022. The increase in costs is due primarily to increased personnel compensation and administrative costs.

Share-based compensation. Share-based compensation expense increased by $1,404,450 or 100% for the three months ended March 31, 2023 when compared to the same period in 2022. The increase is due to the employment agreement between the Company and the CEO and CFO for restricted stock units.

Other Income/Expense. Other expense was $1,058,036 for the three months ended March 31, 2023, compared to other expense of $2,086,314 for the same period in 2022, a decline of $1,028,278. The decline is due primarily to a decrease in interest expense resulting from the convertible debt conversions and the accelerated recognition of debt discount in the prior year.

Net Loss. Our Net Loss increased by $1,786,103, or 42%, for the three months ended March 31, 2023 compared to the same period in 2022 due primarily to the items mentioned above.

Liquidity and Capital Resources

The Company has redeployed its Thornton facilities from a manufacturing facility to a research and development facility. Additionally, the Company purchased manufacturing equipment in Zurich, Switzerland where the Company plans to begin production. 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, 2023 the Company used $4,937,627 in cash for operations.

Additionally, projected total revenues are not anticipated to result in a positive cash flow position for the year overall and, as of March 31, 2023, although the Company has working capital of $1,481,943, Management does not believe cash liquidity is sufficient for the next twelve months and will require additional financing.

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.

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

Statements of Cash Flows Comparison of the Three Months Ended March 31, 2023and2022

For the three months ended March 31, 2023, our cash used in operations was $4,937,627 compared to $2,792,080 for the three months ended March 31, 2022, an increase of $2,145,547. This increase is due primarily to increased Company expenses and timing of when expenses have been paid. For the three months ended March 31, 2023, cash used in investing activities was $54,534 compared to $141,318 used in investing activities for the three months ended March 31, 2022. This change was primarily the result of a decrease purchase of equipment and contributions to Ascent Germany. During the three months ended March 31, 2023, net cash used in operations of $4,937,627 were primarily funded from 2022 financing agreements.

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Off Balance Sheet Transactions

As of March 31, 2023, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.

Smaller Reporting Company Status

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.

~~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, 2021, which was filed with the SEC on 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, 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 entitled “Forward-Looking Statements.”

~~Overview~~

~~Specifically, we focus on commercializing our proprietary solar technology in two high-value PV verticals:~~

~~I. Aerospace: Space, Near-space and Fixed Wing UAV~~

~~II. Agrivoltaics~~

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.

~~For the nine months ended September 30, 2022, we generated$1,210,125 of total revenue. As of September 30, 2022, we had an accumulated deficit of $442,303,388.~~

In March 2018, we collaborated with a European based customer for their lighter-than-air, helium-filled airship project, which was based on our newly developed ultra-light modules with substrate material that was half of the thickness of our standard modules. In 2019, we completed a repeat order from the same customer who had since established its airship development operation in the US. In 2020, we received a third and enlarged order from the same customer and completed the order in the second quarter of 2021. Most recently, in the 4^th ~~quarter of 2021 we received a fourth order that was fulfilled during 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 (i) up to $4 million of non-recurring engineering (“NRE”) fees, (ii) up to $13.5 million of payments upon achievement of certain agreed upon 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.

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The Company and TubeSolar have also jointly established a subsidiary company in 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.

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, including integrated solutions anywhere that may need power generation such as vehicles in space or in flight, or dual-use installations on agricultural land.

~~Commercialization and Manufacturing Strategy~~

~~Significant Trends, Uncertainties and Challenges~~

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

•

~~The impact of the novel coronavirus (“COVID-19”) pandemic on our business, results of operations, cash flows, financial condition and liquidity;~~

•

~~Our operating history and lack of profitability;~~

•

~~Our ability to develop demand for, and sales of, our products;~~

•

~~Our ability to attract and retain qualified personnel to implement our business plan and corporate growth strategies;~~

•

~~Our ability to develop sales, marketing and distribution capabilities;~~

•

~~Our ability to successfully develop and maintain strategic relationships with key partners;~~

•

~~The accuracy of our estimates and projections;~~

•

~~Our ability to secure additional financing to fund our short-term and long-term financial needs;~~

•

~~Our ability to maintain the listing of our common stock on the Nasdaq Capital Markets;~~

•

~~The commencement, or outcome, of legal proceedings against us, or by us, including ongoing litigation proceedings;~~

•

~~Changes in our business plan or corporate strategies;~~

•

~~The extent to which we are able to manage the growth of our operations effectively, both domestically and abroad, whether directly owned or indirectly through licenses;~~

•

~~The supply, availability and price of equipment, components and raw materials, including the elements needed to produce our photovoltaic modules;~~

•

~~Our ability to expand and protect the intellectual property portfolio that relates to our photovoltaic modules and processes;~~

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•

~~Our ability to maintain effective internal controls over financial reporting;~~

•

~~Our ability to achieve projected operational performance and cost metrics; and~~

•

~~General economic and business conditions, and in particular, conditions specific to the solar power industry.~~

~~Basis of Presentation:~~ The accompanying unaudited condensed consolidated financial statements have been derived from the accounting records of Ascent Solar Technologies, Inc. as of September 30, 2022 and December 31, 2021, and the results of operations for the three and nine months ended September 30, 2022 and 2021. Ascent Solar (Asia) Pte. Ltd., a wholly owned by Ascent Solar Technologies, Inc., was closed in 2022. All significant inter-company balances and transactions have been eliminated in the accompanying condensed consolidated financial statements.

~~Critical Accounting Policies and Estimates~~

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, 2021. There have been no significant changes to our accounting policies as of September 30, 2022.

~~Results of Operations~~

~~Comparison of the Three Months Ended September 30, 2022 and 2021~~

Three Months Ended
September 30,

2022

2021

$ Change

Revenues

Products

$
6,344

$
11,723

$
(5,379
)
Milestone and engineering

-

-

-

Total Revenues

6,344

11,723

(5,379
)

Costs and Expenses

Cost of Revenue

409,819

687,885

(278,066
)
Research, development and
manufacturing operations

1,540,170

1,086,513

453,657

Selling, general and administrative

1,890,218

882,641

1,007,577

Share-based compensation

3,796,151

-

3,796,151

Depreciation and amortization

20,497

15,111

5,386

Total Costs and Expenses

7,656,855

2,672,150

4,984,705

Loss From Operations

(7,650,511
)

(2,660,427
)

(4,990,084
)

Other Income/(Expense)

Other income/(expense), net

20,000

67,644

(47,644
)
Interest Expense

(252,571
)

(167,983
)

(84,588
)
Change in fair value of derivatives and
gain/(loss) on extinguishment of liabilities

-

195,852

(195,852
)
Total Other Income/(Expense)

(232,571
)

95,513

(328,084
)
Income/(Loss) on Equity Method Investments

(27,484
)

-

(27,484
)
Net (Loss)/Income

$
(7,910,566
)

$
(2,564,914
)

$
(5,345,652
)

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~~Comparison of the Three Months Ended September 30, 2022 and 2021~~

~~Total Revenues.~~ ~~Our total revenues decreased slightly by $5,379, or 46%, for the three months ended September 30, 2022 when compared to the same period in 2021.~~

~~Cost of revenue.~~ Cost of revenues is primarily comprised of repair and maintenance, material costs, and direct labor and overhead expenses. Our Cost of revenues decreased by $278,066, or 40%, for the three months ended September 30, 2022 when compared to the same period in 2021. This is due primarily to the decrease in repair and maintenance in the current period when compared to the same period in 2021. In late 2021, the Company incurred significant repair and maintenance costs to restart its manufacturing equipment. Management believes our factory is significantly under-utilized, and a substantial increase in revenue would result in marginal increases to Direct Labor and Overhead included in the 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.

~~Research, development and manufacturing operations.~~ 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. Research, development and manufacturing operations costs increased by $453,657, or 42%, for the three months ended September 30, 2022 when compared to the same period in 2021. This is due primarily to an increase in personnel and other operating costs as a result of increased level of operations in the current period as compared to the Company’s restart status in the same period in 2021.

~~Selling,general and administrative.~~ Selling, general and administrative expenses increased by $1,007,577, or 114%, for the three months ended September 30, 2022 when compared to the same period in 2021. The increase in costs is due primarily to a one-time termination expense of approximately $500,000 recognized with the departure of our former CEO and increased administrative costs.

~~Share-based compensation.~~ Share-based compensation expense increased by $3,796,151 or 100% for the three months ended September 30, 2022 when compared to the same period in 2021. The increase is due to the employment agreement between the Company and the new CEO for vested restricted stock units.

~~Other Income/Expense.~~ Other expense was $232,571 for the three months ended September 30, 2022, compared to other income of $95,513 for the same period in 2021, a decline of $328,084. The decline is due primarily to a one time gain recognized in 2021 not repeated in 2022, partially offset by an increase in interest expense due to the convertible debt conversions and the accelerated recognition of debt discount.

~~Net Loss.~~ ~~Our Net Loss increased by $5,345,652, or 208%, for the three months ended September 30, 2022 compared to the same period in 2021 due primarily to the items mentioned above.~~

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~~Comparison of the nine months ended September 30, 2022 and 2021~~

Nine Months Ended
September 30,

2022

2021

$ Change

Revenues

Product Revenue

$
688,125

$
557,369

$
130,756

Milestone and engineering

522,000

-

522,000

Total Revenues

1,210,125

557,369

652,756

Costs and Expenses

Cost of Revenue

1,519,703

1,184,528

335,175

Research, development and
manufacturing operations

4,399,765

2,716,395

1,683,370

Selling, general and administrative

3,583,366

2,244,771

1,338,595

Share-based compensation

3,796,151

-

3,796,151

Depreciation and amortization

54,998

40,047

14,951

Total Costs and Expenses

13,353,983

6,185,741

7,168,242

Loss From Operations

(12,143,858
)

(5,628,372
)

(6,515,486
)

Other Income/(Expense)

Other Income/(Expense), net

22,000

68,443

(46,443
)
Interest Expense

(2,371,256
)

(899,533
)

(1,471,723
)
Change in fair value of derivatives and
gain/(loss) on extinguishment of liabilities

-

4,047,993

(4,047,993
)
Total Other Income/(Expense)

(2,349,256
)

3,216,903

(5,566,159
)
Income/(Loss) on Equity Method Investments

(27,486
)

-

(27,486
)
Net (Loss)/Income

$
(14,520,600
)

$
(2,411,469
)

$
(12,109,131
)

~~Comparison of the nine months ended September 30, 2022 and 2021~~

~~Total Revenues.~~ Our total revenues increased by $652,756, or 117%, for the nine months ended September 30, 2022 when compared to the same period in 2021, due primarily to the increased order from a repeat customer and NRE fees from TubeSolar in the current period.

~~Cost of revenue.~~ Cost of revenues is primarily comprised of repair and maintenance, direct labor, and overhead expenses. Our Cost of revenues increased by $335,175, or 28%, for the nine months ended September 30, 2022 when compared to the same period in 2021. This is due primarily to the increase in repair and maintenance, materials and freight, personnel, and other operating costs as a result of an increase in operations during the nine months ended September 30, 2022 when compared to the same period in 2021. Management believes our factory is significantly under-utilized, and a substantial increase in revenue would result in marginal increases to Direct Labor and Overhead included in the 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.

~~Research, development and manufacturing operations.~~ 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. Research, development and manufacturing operations costs increased by $1,683,370, or 62%, for the nine months ended September 30, 2022 when compared to the same period in 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 restart status in the same period in 2021.

~~Selling,general and administrative.~~ Selling, general and administrative expenses increased by $1,338,595, or 60%, for the nine months ended September 30, 2022 when compared to the same period in 2021. The increase in costs is due primarily to increased administrative costs in the current period as compared to the Company’s restart status in the same period in 2021.

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~~Additionally, the Company incurred a one-time termination expense of approximately $500,000 recognized with the departure of our former CEO in the current period and increased administrative costs.~~

~~Share-based compensation.~~ Share-based compensation expense increased by $3,796,151 or 100% for the three months ended September 30, 2022 when compared to the same period in 2021. The increase is due primarily to the employment agreement between the Company and the new CEO for vested restricted stock units.

~~Other Income/Expense.~~ Other expense was $2,349,256 for the nine months ended September 30, 2022, compare to other income of $3,216,903 in the same period 2021, a decline of $5,566,159. The decline is due primarily to a gain from the change in fair value of derivative liabilities recognized in the prior period and not repeated in the current period, and additionally, as a result of the Company accelerating the amortization of approximately $2 million in convertible debt discount and recognizing it as interest expense upon conversion of certain notes to equity in the current period.

~~Net Loss.~~ Our Net Loss was $14,520,600 for the nine months ended September 30, 2022, compared to Net Loss of $2,411,469 in the same period in 2021, a decline of $12,109,131. The decline is due primarily to the items mentioned above.

~~Liquidity and Capital Resources~~

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 nine months ended September 30, 2022 the Company used $7,925,786 in cash for operations.

Additional projected total revenues are not anticipated to result in a positive cash flow position for the year overall and, as of September 30, 2022, the Company has working capital deficit of $59,948. As such, cash liquidity would not be sufficient for the next twelve months and will require additional financing.

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.

~~Statements of Cash Flows Comparison of the Nine Months Ended September 30, 2022and2021~~

For the nine months ended September 30, 2022, our cash used in operations was $7,925,786 compared to $6,227,813 for the nine months ended September 30, 2021, an increase of $1,697,973. The increase is due primarily to the scaling up of operations during the current period as compared to the Company’s restart status in the 2021 nine months period. For the nine months ended September 30, 2022, cash used in investing activities was $185,703 compared to $96,738 used in investing activities for the nine months ended September 30, 2021. This change was due primarily to the Company investing in Ascent Germany and purchasing new PP&E in the current period. During the nine months ended September 30, 2022, net cash used in operations of $7,925,786 were primarily funded through the proceeds from issuances of preferred and common stock during 2022 and 2021.

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~~Off Balance Sheet Transactions~~

~~As of September 30, 2022, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.~~

~~Smaller Reporting Company Status~~

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Foreign Currency Exchange Risk

We hold no significant funds and have no significant future obligations denominated in foreign currencies as of ~~September 30, 2022.~~March 31, 2023.

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.

Interest Rate Risk

Our exposure to market risks for changes in interest rates relates primarily to our cash equivalents and investment portfolio. As of ~~September 30, 2022,~~March 31, 2023, 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 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.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

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 ~~September 30, 2022.~~March 31, 2023. Based on this evaluation, our management concluded the design and operation of our disclosure controls and procedures were effective as of ~~September 30, 2022.~~March 31, 2023.

Changes in Internal Control Over Financial Reporting

There were no changes in internal control over financial reporting during the ~~nine~~three months ended ~~September 30, 2022~~March 31, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

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.

Item 1A. Risk Factors

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, ~~2021. There~~2022. Except as set forth below, 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, ~~2021.~~2022.

We may not be able to maintain our current listing for our common stock on the Nasdaq Capital Market. Our inability to maintain our current listing on Nasdaq may limit the liquidity of our stock, increase its volatility, and hinder our ability to raise capital. If our common stock is delisted by Nasdaq, our common stock may be eligible for quotation on an over-the-counter quotation system or on the pink sheets. Upon any such delisting, our common stock would become subject to the regulations of the SEC relating to the market for penny stocks. A penny stock is any equity security not traded on a national securities exchange that has a market price of less than $5.00 per share. The regulations applicable to penny stocks may severely affect the market liquidity for our common stock and could limit the ability of shareholders to sell securities in the secondary market. In such a case, an investor may find it more difficult to dispose of or obtain accurate quotations as to the market value of our common stock, and there can be no assurance that our common stock will be eligible for trading or quotation on any alternative exchanges or markets.

Delisting from Nasdaq could adversely affect our ability to raise additional financing through public or private sales of equity securities, would significantly affect the ability of investors to trade our securities and would negatively affect the value and liquidity of our common stock. Delisting could also have other negative results, including the potential loss of confidence by employees, the loss of institutional investor interest and fewer business development opportunities.

Nasdaq Bid Price Notice

Our common stock was listed on Nasdaq on August 24, 2022. The Nasdaq listing rules require listed securities to maintain a minimum bid price of $1.00 per share. On March 23, 2023, the Company received a written notice from Nasdaq indicating that the Company was not in compliance with the $1.00 minimum bid price requirement. The notice did not result in the immediate delisting of the Company’s common stock from Nasdaq and the Company was provided 180 calendar days in which to regain compliance. If at any time during this 180 calendar day period the bid price of the Company’s common stock closes at or above $1.00 per share for a minimum of ten consecutive business days, the Nasdaq staff (the “Staff”) will provide the Company with a written confirmation of compliance and the matter will be closed.

Alternatively, if the Company fails to regain compliance with the bid price rule prior to the expiration of the initial 180 calendar day period, the Company may be eligible for an additional 180 calendar day compliance period, provided (i) it meets the continued listing requirement for market value of publicly held shares and all other applicable requirements for initial listing on Nasdaq (except for the bid price requirement) and (ii) it provides written notice to Nasdaq of its intention to cure this deficiency during the second compliance period by effecting a reverse stock split, if necessary. In the event the Company does not regain compliance with the bid price rule prior to the expiration of the initial 180 calendar day period, and if it appears to the Nasdaq staff that the Company will not be able to cure the deficiency, or if the Company is not otherwise eligible, the Nasdaq staff will provide the Company with written notification that its securities are subject to delisting from Nasdaq. At that time, the Company may appeal the delisting determination to a Nasdaq hearings panel.

Nasdaq Stockholder Equity Requirement

Nasdaq Listing Rule 5550(b)(1) requires companies listed on Nasdaq to maintain a minimum of $2,500,000 in stockholders’ equity for continued listing. In our quarterly report on Form 10-Q for the period ended March 31, 2023, the Company reported stockholders’ equity of $(2,180,440). The Company, therefore, may shortly receive a written notice from Nasdaq indicating that we are not in compliance with minimum stockholders’ equity requirement.

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Typically, such a notice would have no immediate on the listing of the Company’s common stock. Nasdaq would typically provides the Company with 45 calendar days to submit a plan to regain compliance. If the plan is accepted, the Company would typically be granted up to 180 calendar days from notice date to evidence compliance. There can be no assurance that the Company would be able to regain compliance with all applicable continued listing requirements or that its plan would be accepted by the Nasdaq staff. In the event the plan would not be accepted by the Nasdaq staff, or in the event the plan would be accepted and the extension granted but the Company fails to regain compliance within the plan period, the Company would have the right to a hearing before an independent panel. The hearing request would stay any suspension or delisting action pending the conclusion of the hearing process and the expiration of any additional extension period granted by the panel following the hearing.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Not ~~required.~~applicable.

Issuer Purchases of Equity Securities

We did not repurchase any of our equity securities during the ~~nine~~three months ended ~~September 30, 2022.~~March 31, 2023.

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

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Item 6. Exhibits

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.

EXHIBIT INDEX


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)

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~~3.17~~ 3.16		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)

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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 (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 filed May 13, 2021)

10.1 ^CTR		Securities Purchase Agreement, dated January 17, 2006, between the Company and ITN Energy Systems, Inc. (incorporated by reference to Exhibit 10.1 to our Registration Statement on Form SB-2 filed on January 23, 2006 (Reg. No. 333-131216))

10.2 CTR		Invention and Trade Secret Assignment Agreement, dated January 17, 2006, between the Company and ITN Energy Systems, Inc. (incorporated by reference to Exhibit 10.2 to our Registration Statement on Form SB-2 filed on January 23, 2006 (Reg. No. 333-131216))

10.3		Patent Application Assignment Agreement, dated 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~~ 10.9†		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+~~ 10.10+		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+~~ 10.11+		Long-Term Supply and Joint Development Agreement dated September 15, 2021 (incorporated by reference to Exhibit 10.2 to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2021)

~~10.13~~		~~Fleur Capital Unsecured Convertible Promissory Note dated January 3, 2022 (incorporated by reference to Exhibit 10.13 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2022~~)

~~10.14~~		~~Nanyang Unsecured Convertible Promissory Note dated January 21, 2022 (incorporated by reference to Exhibit 10.14 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2022~~)

~~10.15~~		~~Bridge Promissory Note dated August 3, 2022 (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on August 8, 2022)~~

~~Table of Contents~~


~~10.16~~10.12		~~Securities Purchase Agreement dated August 8, 2022 (incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed on August 8, 2022~~)

~~10.17~~		Form of Common Stock Warrant Related to Securities Purchase Agreement dated August 8, 2022 (incorporated by reference to Exhibit 10.3 to our Current Report on Form 8-K filed on August 8, 2022)

~~10.18~~ 10.13		Common Stock Warrant dated August 19, 2022 (incorporated by reference to Exhibit 10.3 to our Current Report on Form 8-K filed on August 19, 2022)

~~10.19~~ 10.14†CTR		Separation Agreement and Release of Claims between the Company and Victor Lee dated September 21, 2022 (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on September 22, 2022)

~~10.20~~ ^CTR		Employment Agreement between the Company and Jeffrey Max dated September 21, 2022 (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on September 27, 2022)

31.1* 10.15†		Employment Agreement between the Company and Paul Warley dated December 12, 2022 (incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed on December 12, 2022)

10.16		Securities Purchase Contract, dated as of December 19, 2022 (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on December 20, 2022)

10.17		Form of Security Agreement, dated as of December 19, 2022 (incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed on December 20, 2022)

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10.18		Form of Registered Advance Note 2022 (incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed on December 20, 2022)

10.19		Form of Private Placement Advance Note (incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K filed on December 20, 2022)

10.20		Form of Warrant Note (incorporated by reference to Exhibit 4.3 to our Current Report on Form 8-K filed on December 20, 2022)

10.21		Waiver and Amendment Agreement, dated as of March 29, 2023 (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on March 29, 2023)

10.22		Amendment to Waiver and Amendment Agreement (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on April 13, 2023)

10.23		Common Stock Securities Purchase Agreement dated April 14, 2023 (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on April 20, 2023)

10.24		Asset Purchase Agreement, dated as of April 17, 2023 (incorporated by reference to Exhibit 2.1 to our Current Report on Form 8-K filed on April 21, 2023)

10.25		Transition Services Agreement, dated as of April 17, 2023 (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on April 21, 2023)

10.26		Sublease Agreement, dated as of April 17, 2023 (incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed on April 21, 2023)

10.27		Technology License Agreement, dated as of April 17, 2023 (incorporated by reference to Exhibit 10.3 to our Current Report on Form 8-K filed on April 21, 2023)

10.28		Letter Agreement, dated as of April 20, 2023 (incorporated by reference to Exhibit 10.4 to our Current Report on Form 8-K filed on April 21, 2023)

10.29		Subordinated Debt Securities Purchase Agreement dated April 19, 2023 (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on April 25, 2023)

10.30		Form of Subordinated Note under Subordinated Debt Securities Purchase Agreement dated April 19, 2023 (incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed on April 25, 2023)

10.31†		CEO Employment Agreement between the Company and Paul Warley dated as of May 1, 2023

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.

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†		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.

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ASCENT SOLAR TECHNOLOGIES, INC.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on the ~~10th~~15th day of ~~November, 2022.~~May, 2023.




~~November 10, 2022~~May 15, 2023	By:	/s/ ~~JEFFREY A. MAX~~PAUL WARLEY
		~~Jeffrey A. Max~~Paul Warley ~~President and~~ Chief Executive Officer (Principal Executive Officer)

~~November 10, 2022~~May 15, 2023	By:	/s/ ~~MICHAEL J. GILBRETH~~JIN H. JO
		~~Michael J. Gilbreth~~Jin H. Jo Chief Financial Officer (Principal Financial and Accounting Officer)




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	Nasdaq Capital Markets


	For the Nine Months Ended						For the Three Months Ended
	September 30,						March 31,
	2022			2021			2023			2022
Operating Activities:
Net income/(loss)	$	(14,520,600	)	$	(2,411,469	)	$	(6,083,352	)	$	(4,297,249	)
Adjustments to reconcile net income (loss) to cash used in operating activities:
Depreciation and amortization		54,998			40,047			25,781			16,665
Share-based compensation		3,796,150			—			1,404,450			—
Operating lease asset amortization		515,803			482,945			182,556			168,671
Amortization of debt discount		2,323,153			837,767			901,649			2,069,206
Loss on equity method investment		27,486			—			—			2
Warranty reserve		—			7,082
Change in fair value of derivatives and gain on extinguishment of liabilities, net		—			(4,047,993	)
Inventory reserve expense								97,465			—
Changes in operating assets and liabilities:
Accounts receivable		(62,750	)		1,568			(93,106	)		(512,004	)
Inventories		(92,213	)		(81,243	)		4,755			(45,448	)
Prepaid expenses and other current assets		(746,922	)		(243,155	)		(1,182,239	)		(411,802	)
Accounts payable		74,889			(86,266	)		(14,016	)		(41,565	)
Related party payable		(2,334	)		(90,834	)		(61,827	)		—
Operating lease liabilities		(486,848	)		(427,764	)		(178,622	)		(157,479	)
Accrued interest		45,825			44,461			166,386			15,107
Accrued expenses		1,147,577			(252,959	)		(107,507	)		403,816
Net cash used in operating activities		(7,925,786	)		(6,227,813	)		(4,937,627	)		(2,792,080	)
Investing Activities:
Contributions to equity method investment		(83,559	)		—			—			(83,559	)
Payments on purchase of assets		(94,140	)		(176,466	)		(48,650	)		(57,451	)
Patent activity costs		(8,004	)		17,648			(5,884	)		(308	)
Net cash used in investing activities		(185,703	)		(158,818	)		(54,534	)		(141,318	)
Financing Activities:
Proceeds from issuance of bridge loan		1,000,000			—
Proceeds from issuance of stock and warrants		4,000,000			10,500,000
Net cash provided by financing activities		5,000,000			10,500,000
Payment of convertible notes								(147,170	)		—
Net cash used in financing activities								(147,170	)		—
Net change in cash and cash equivalents		(3,111,489	)		4,113,369			(5,139,331	)		(2,933,398	)
Cash and cash equivalents at beginning of period		5,961,760			167,725			11,483,018			5,961,760
Cash and cash equivalents at end of period	$	2,850,271		$	4,281,094		$	6,343,687		$	3,028,362
Non-Cash Transactions:
Conversion of bridge loan into common stock and warrants	$	1,000,000		$	—
Right-of-use assets acquired through operating lease liabilities	$	21,045		$	—
Purchases of equipment not yet paid at end of period	$	202,556		$	—
Non-cash conversions of preferred stock and convertible notes to equity	$	10,400,000		$	5,800,000
Non-cash forgiveness of PPP loan	$	—		$	193,200
Non-cash conversions of convertible notes to equity							$	1,592,458		$	9,200,000
Series 1A preferred stock conversion	$	740		$	—		$	—		$	740

Balance as of January 1, 2022	$	22,500
Additions		206,279
Recognized as revenue		(228,779	)
Balance as of September 30, 2022	$	-


Balance as of January 1, 2023	$	13,000
Additions		29,350
Recognized as revenue		(29,350	)
Balance as of March 31, 2023	$	13,000





☒	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


PART I. FINANCIAL INFORMATION
Item 1.	Unaudited Condensed ~~Consolidated~~ Financial Statements	1
	Unaudited Condensed ~~Consolidated~~ Balance Sheets - as of ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021~~2022	1
	Unaudited Condensed ~~Consolidated~~ Statements of Operations and Comprehensive Income - For the Three Months Ended ~~September 30,~~March 31, 2023 and 2022 ~~and 2021~~	2
	Unaudited Condensed ~~Consolidated~~ Statements of Changes in Stockholders’ Equity (Deficit) - for the Three Months Ended ~~September 30,~~March 31, 2023 and 2022 ~~and 2021~~	3
	Unaudited Condensed ~~Consolidated~~ Statements of Cash Flow - For the Three Months Ended ~~September 30,~~March 31, 2023 and 2022 ~~and 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	16
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	2220
Item 4.	Controls and Procedures	2220
PART II. OTHER INFORMATION		2321
Item 1.	Legal Proceedings	2321
Item 1A.	Risk Factors	2321
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2322
Item 3.	Defaults Upon Senior Securities	2322
Item 4.	Mine Safety Disclosures	2322
Item 5.	Other Information	2322
Item 6.	Exhibits	2423
SIGNATURES		27


	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended March 31,
	2022			2021			2022			2021			2023			2022
Revenues
Products	$	6,344		$	11,723		$	688,125		$	557,369		$	99,225		$	54,210
Milestone and engineering		-			-			522,000			-			25,000			512,000
Total Revenues		6,344			11,723			1,210,125			557,369			124,225			566,210
Costs and Expenses
Costs of revenue		409,819			687,885			1,519,703			1,184,528			461,795			532,890
Research, development and manufacturing operations		1,540,170			1,086,513			4,399,765			2,716,395			1,665,694			1,406,322
Selling, general and administrative		1,890,218			882,641			3,583,366			2,244,771			1,591,821			821,266
Share-based compensation		3,796,151			-			3,796,151			-			1,404,450			-
Depreciation and amortization		20,497			15,111			54,998			40,047			25,781			16,665
Total Costs and Expenses		7,656,855			2,672,150			13,353,983			6,185,741			5,149,541			2,777,143
Loss from Operations		(7,650,511	)		(2,660,427	)		(12,143,858	)		(5,628,372	)		(5,025,316	)		(2,210,933	)
Other Income/(Expense)
Other income/(expense), net		20,000			67,644			22,000			68,443			10,000			-
Interest expense		(252,571	)		(167,983	)		(2,371,256	)		(899,533	)		(1,068,036	)		(2,086,314	)
Change in fair value of derivatives and gain/(loss) on extinguishment of liabilities, net		-			195,852			-			4,047,993
Total Other Income/(Expense)		(232,571	)		95,513			(2,349,256	)		3,216,903			(1,058,036	)		(2,086,314	)
Income/(Loss) on Equity Method Investments		(27,484	)		-			(27,486	)					-			(2	)
Net Income/(Loss)	$	(7,910,566	)	$	(2,564,914	)	$	(14,520,600	)	$	(2,411,469	)	$	(6,083,352	)	$	(4,297,249	)
Net Income/(Loss) Per Share (Basic and Diluted)	$	(0.24	)	$	(0.67	)	$	(0.51	)	$	(0.65	)	$	(0.17	)	$	(0.20	)
Weighted Average Common Shares Outstanding (Basic)		33,159,093			3,814,904			28,555,408			3,706,361			35,569,990			21,671,248
Weighted Average Common Shares Outstanding (Diluted)		33,159,093			3,814,904			28,555,408			3,706,361			35,569,990			21,671,248
Other Comprehensive Income/(Loss)
Foreign currency translation gain/(loss)		(2,671	)		-			(16,024	)		-			6,706			(7,097	)
Net Comprehensive Income/(Loss)	$	(7,913,237	)	$	(2,564,914	)	$	(14,536,624	)	$	(2,411,469	)	$	(6,076,646	)	$	(4,304,346	)

	Series A Preferred Stock				Series 1A Preferred Stock					Common Stock				Additional Paid-In			Accumulated			Other Accumulated Comprehensive			Total Stockholders’ Equity
	Shares		Amount		Shares			Amount		Shares		Amount		Capital			Deficit			Loss			(Deficit)
Balance at January 1, 2022		48,100	$	5		3,700		$	-		4,787,415	$	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 Loss		-		-		-			-		-		-		-			(6,610,034	)		-			(6,610,034	)
Foreign Currency Translation Loss		-		-		-			-		-		-		-			-			(13,353	)		(13,353	)
Balance at June 30, 2022		48,100	$	5		-		$	-		30,587,415	$	3,059	$	434,146,118		$	(434,392,822	)	$	(13,353	)	$	(256,993	)
Conversion of Nanyang Note into Common Stock		-		-		-			-		1,800,000		180		899,820			-			-			900,000
Conversion of Fleur Note into Common Stock		-		-		-			-		600,000		60		299,940			-			-			300,000
Proceeds from private placement:																								-
Common stock (8/19 @ $2.70)		-		-		-			-		943,397		94		2,551,311			-			-			2,551,405
Warrants (8/19 @ $1.73)		-		-		-			-		-		-		2,448,595			-			-			2,448,595
Private placement costs		-		-		-			-		-		-		(119,617	)		-			-			(119,617	)
Share-based compensation		-		-		-			-		-		-		3,796,150			-			-			3,796,150
Net Loss		-		-		-			-		-		-		-			(7,910,566	)		-			(7,910,566	)
Foreign Currency Translation Loss		-		-		-			-		-		-		-			-			(2,671	)		(2,671	)
Balance at September 30, 2022		48,100	$	5		-		$	-		33,930,812	$	3,393	$	444,022,317		$	(442,303,388	)	$	(16,024	)	$	1,706,303


	Balance at December 31, 2022			Adjustments Due to Adoption			Balance at January 1, 2023
Liabilities
Non-current convertible notes, net	$	5,268,399		$	3,686,243		$	8,954,642
Shareholders' equity
Additional paid in capital		452,135,653			(3,795,874	)		448,339,779
Accumulated deficit		(447,537,493	)		109,631			(447,427,862	)


	Post ASU 2020-06			Pre ASU 2020-06			Difference
Net Loss	$	(6,083,352	)	$	(8,283,316	)	$	2,199,964
Earnings Per Share (Basic and Diluted)		(0.17	)		(0.23	)		0.06


	As of September 30,			As of December 31,			As of March 31,			As of December 31,
	2022			2021			2023			2022
Furniture, fixtures, computer hardware and computer software	$	472,004		$	473,448		$	482,235		$	482,235
Manufacturing machinery and equipment		21,729,155			21,863,624			21,765,284			21,739,504
Leasehold improvements		81,001			-			103,951			87,957
Manufacturing machinery and equipment, in progress		276,229			88,863			287,349			280,473
Depreciable property, plant and equipment		22,558,389			22,425,935			22,638,819			22,590,169
Less: Accumulated depreciation and amortization		(22,022,653	)		(22,146,273	)		(22,059,497	)		(22,038,508	)
Net property, plant and equipment	$	535,736		$	279,662		$	579,322		$	551,661

Remainder of 2022	$	248,680
2023		1,024,381

Remainder of 2023				$	772,225
2024		1,054,935			1,060,187
2025		1,084,833			1,090,196
2026		1,112,903			1,112,903
Thereafter		1,146,290
2027					1,146,290
Total lease payments		5,672,022			5,181,801
Less amounts representing interest		(958,593	)		(798,973	)
Present value of lease liability	$	4,713,429		$	4,382,828

	Principal Balance 1/1/2022		New Notes		Notes assigned or exchanged			Notes converted			Principal Balance 9/30/2022
BD1 Notes (related party)	$	9,900,000	$	—	$	(2,000,000	)	$	(7,900,000	)	$	—
Nanyang Note		500,000		—		1,000,000			(1,500,000	)		—
Fleur Note		—		—		1,000,000			(1,000,000	)		—
	$	10,400,000	$	—	$	—		$	(10,400,000	)	$	—

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company