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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Ascent Solar Technologies Inc (PK) | USOTC:ASTI | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 10.00 | 9.60 | 11.00 | 0.00 | 01:00:00 |
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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20-3672603
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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12300 Grant Street, Thornton, CO
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80241
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(Address of principal executive offices)
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(Zip Code)
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Title of Each Class
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Name of Each Exchange on Which Registered
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Common Stock, $0.0001 par value per share
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The OTC Market
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Large accelerated filer
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o
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Accelerated filer
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o
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Non-accelerated filer
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(Do not check if a smaller reporting company)
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Smaller reporting company
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x
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Emerging growth company
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o
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Page
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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Item 15.
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Name
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Age
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Position
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Victor Lee
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50
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President and Chief Executive Officer, Director
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Amit Kumar, Ph.D.
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53
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Chairman of the Board, Director
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Kim J. Huntley
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63
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Director
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G. Thomas Marsh
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74
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Director
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•
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selecting, hiring and terminating our independent auditors;
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•
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evaluating the qualifications, independence and performance of our independent auditors;
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•
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approving the audit and non-audit services to be performed by our independent auditors;
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•
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reviewing the design, implementation, adequacy and effectiveness of our internal controls and critical accounting policies;
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•
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reviewing and monitoring the enterprise risk management process;
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overseeing and monitoring the integrity of our financial statements and our compliance with legal and regulatory requirements as they relate to financial statements or accounting matters;
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reviewing, with management and our independent auditors, any earnings announcements and other public announcements regarding our results of operations; and
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•
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preparing the report that the SEC requires in our annual proxy statement.
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•
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approving the compensation and benefits of our executive officers;
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reviewing the performance objectives and actual performance of our officers; and
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administering our stock option and other equity compensation plans.
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evaluating the composition, size and governance of our Board and its committees and making recommendations regarding future planning and the appointment of directors to our committees;
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establishing a policy for considering stockholder nominees for election to our Board; and
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evaluating and recommending candidates for election to our Board.
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•
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high standard of personal and professional ethics, integrity and values;
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•
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training, experience and ability at making and overseeing policy in business, government and/or education sectors;
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•
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willingness and ability to keep an open mind when considering matters affecting interests of us and our constituents;
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•
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willingness and ability to devote the time and effort required to effectively fulfill the duties and responsibilities related to the Board and its committees;
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•
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willingness and ability to serve on the Board for multiple terms, if nominated and elected, to enable development of a deeper understanding of our business affairs;
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willingness not to engage in activities or interests that may create a conflict of interest with a director’s responsibilities and duties to us and our constituents; and
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willingness to act in the best interests of us and our constituents, and objectively assess Board, committee and management performances.
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diversity (e.g., age, geography, professional, other);
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professional experience;
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industry knowledge (e.g., relevant industry or trade association participation);
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skills and expertise (e.g., accounting or financial);
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leadership qualities;
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public company board and committee experience;
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non-business-related activities and experience (e.g., academic, civic, public interest);
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continuity (including succession planning);
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•
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size of the Board;
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number and type of committees, and committee sizes; and
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legal and other applicable requirements and recommendations, and other corporate governance-related guidance regarding Board and committee composition.
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Name
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Fees
Earned or
Paid in
Cash ($)
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Stock Awards
($)
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All
Other
Comp
($)
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Total ($)
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Amit Kumar
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120,000
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—
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—
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120,000
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Kim J. Huntley
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20,000
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—
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—
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20,000
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G. Thomas Marsh
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20,000
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—
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—
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20,000
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Victor Lee
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—
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—
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—
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—
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Name and Principal Position
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Year
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Salary
($)
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Bonus
($)
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Stock
Awards
($)(1)
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Option
Awards
($)(2)
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All
Other
Comp($)(4)
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Total
($)
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||||||
Victor Lee - Chief Executive Officer
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2017
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303,069
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—
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—
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—
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—
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303,069
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2016
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325,385
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—
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36,000
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12,000
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—
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373,385
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(1)
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Represents the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 for awards of stock awards granted during the year ended December 31, 2016.
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(2)
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Represents the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 for options granted during the year ended December 31, 2016.
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Option Awards
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Stock Awards
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Number of Securities
Underlying Unexercised
Options(#)
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Option
Exercise
Price($/sh)
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Option
Expiration
Date
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Number
of Shares or
Units of Stock
That Have Not
Vested
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Market Value
of Shares or
Units of Stock
That Have Not
Vested
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Name
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Exercisable
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Unexercisable
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Victor Lee (1)
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1,000
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—
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$
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130.00
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3/1/2023
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—
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—
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1,000
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—
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$
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110.00
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4/4/2024
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—
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—
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10,000
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—
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$
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20.20
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2/11/2025
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—
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—
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5,000
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5,000
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$
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12.20
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6/18/2025
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—
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—
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10,000
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—
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$
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1.20
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3/10/2026
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—
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—
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Number of securities
to be issued upon
exercise of outstanding
options, warrants and
rights
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Weighted average
exercise price of
outstanding
options, warrants and
rights
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Number of securities
remaining available
for future issuance
under equity
compensation plans
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Equity compensation plans approved by security holders
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67,014
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$
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41.98
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685,323
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(1)
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The address of Hong Kong Boone Group Limited (“Boone”) is Room 1117, Hollywood Plaza, 610 Nathan Road, Mongkok, Kowloon, Hong Kong. Consists of shares of common stock owned as of April 25, 2018 and additional shares of common stock issuable, within sixty days of such date, upon conversion of Series K Preferred Stock.
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(2)
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The address of St. George Investment Group, LLC ("St. George") is 303 E Wacker Drive, Suite 1040, Chicago, IL 60601. Consists of shares of common stock owned as of April 25, 2018 and additional shares of common stock issuable, within sixty days of such date, upon the conversion certain convertible notes. The convertible notes contain conversion limitations providing that St. George may not be issued shares of common stock (whether by means of conversion of the convertible notes or otherwise) if, after giving effect to such issuance, St. George would beneficially own in excess of 9.99% of the Company's outstanding shares of common stock. Does not include any other shares of common stock that could be issued to St. George if such 9.99% limitation does not apply.
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(3)
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The address of BayBridge Capital ("BayBridge"), LLC is 401 E Las Olas Blvd., Fort Lauderdale, FL. Consists of shares of common stock owned as of April 25, 2018 and additional shares of common stock issuable as of such date upon conversion (exercisable at the option of the Company) of certain convertible notes. The convertible notes contain conversion limitations providing that BayBridge Capital may not be issued shares of common stock (whether by means of conversion of the convertible notes or otherwise) if, after giving effect to such issuance, Baybridge Capital would beneficially own in excess of 9.99% of the Company's outstanding shares of common stock. Does not include any other shares of common stock that may be issued to BayBridge if such limitation does not apply.
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(4)
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The address for Seng Wei Seow (“Seow”) is 17 Jalan Haji Salam, Singapore 468784. Consists of shares of common stock owned as of April 25, 2018 and additional shares of common stock issuable as of such date upon conversion of shares of Series A preferred stock and certain convertible notes.
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(5)
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The address of Global Ichiban Ltd. (“Global Ichiban”) is 20 Cross Street #02-18, China Square Central, Singapore 048422. Consists of shares of common stock owned as of April 25, 2018 and additional shares of common stock issuable as of such date upon conversion (exercisable at the option of the Company) of Secured Promissory Notes owned by Global Ichiban. The Secured Promissory Notes contain conversion, exercise and issuance limitations providing that Global Ichiban may not be issued shares of common stock (whether by means of conversion or otherwise) if after giving effect to such issuance Global Ichiban would beneficially own in excess of 9.9% of the Company's outstanding shares of common stock. Does not include any other shares of common stock that may be issued to Global Ichiban if such 9.9% limitation does not apply.
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(6)
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Does not include 333,333,333 shares of common stock held by Tertius Financial Group Pte. Ltd. (“Tertius”). Mr. Lee is managing director and a 50% owner of Tertius. Mr. Lee disclaims beneficial ownership of our securities held by by Tertius except to the extent of his pecuniary interest.
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2017
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2016
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||||
Audit fees
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$
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138,239
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$
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236,530
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Audit related fees
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17,590
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15,600
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Total audit and audit related fees
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$
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155,829
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$
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252,130
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Tax fees
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0
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0
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All other fees
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0
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0
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Total Fees
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$
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155,829
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$
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252,130
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2017
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2016
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||||
Audit fees
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$
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125,000
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$
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0
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Audit related fees
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0
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0
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Total audit and audit related fees
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$
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125,000
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$
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0
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Tax fees
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0
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0
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All other fees
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0
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0
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Total Fees
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$
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125,000
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$
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0
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(1)
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Financial Statements—No financial statements are filed with this Form 10-K/A. The financial statements and notes thereto were included as part of the 10-K filed with the SEC on March 29, 2018.
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(2)
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Financial Statement Schedules—Supplemental schedules are not provided because of the absence of conditions under which they are required or because the required information is given in the financial statements or notes thereto.
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(3)
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Exhibits: See Item 15(b) below.
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Exhibit No.
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Description
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3.1
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3.2
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3.3
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3.4
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3.5
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3.6
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3.7
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3.8
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3.9
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3.10
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3.11
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3.12
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Exhibit No.
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Description
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3.13
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3.14
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3.15
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3.16
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3.17
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3.18
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3.19
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3.20
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3.21
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3.22
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4.1
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4.2
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4.3
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Exhibit No.
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Description
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4.4
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4.5
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4.6
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4.7
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4.8
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10.1
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10.2
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10.3
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10.4
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10.5
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10.6
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10.7
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10.8
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Exhibit No.
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Description
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10.9
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10.10
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10.11†
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10.12
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10.13
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10.14
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10.15
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10.16
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10.17
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10.18
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10.19
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10.20
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10.21
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Exhibit No.
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Description
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10.22
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10.23†
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10.24†
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10.25
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10.26
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10.27
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10.28
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10.29
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10.30
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10.31
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10.32
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10.33
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10.34
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Exhibit No.
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Description
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10.35
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10.36
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10.37
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10.38
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10.39
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10.40
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10.41
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10.42
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10.43
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10.44
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10.45
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10.46
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10.47
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Exhibit No.
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Description
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10.48
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10.49
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10.50
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10.51
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10.52
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10.53
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10.54
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10.55
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10.56
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10.57
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10.58
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10.59
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10.60
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Exhibit No.
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Description
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10.61
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10.62
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10.63
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10.64
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10.65
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10.66
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10.67
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10.68
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10.69
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16.1
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23.1
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23.2
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31.1
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Exhibit No.
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Description
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31.2
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32.1
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32.2
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101.INS
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XBRL Instance Document (incorporated by reference to Exhibit 101.INS to our Annual Report on Form 10-K filed March 29, 2018)
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101.SCH
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XBRL Taxonomy Extension Schema Document (incorporated by reference to Exhibit 101.SCH to our Annual Report on Form 10-K filed March 29, 2018)
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101.CAL
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XBRL Taxonomy Extension Calculation Linkbase Document (incorporated by reference to Exhibit 101.CAL to our Annual Report on Form 10-K filed March 29, 2018)
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101.DEF
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XBRL Taxonomy Extension Definition Linkbase Document (incorporated by reference to Exhibit 101.DEF to our Annual Report on Form 10-K filed March 29, 2018)
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101.LAB
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XBRL Taxonomy Extension Label Linkbase Document (incorporated by reference to Exhibit 101.LAB to our Annual Report on Form 10-K filed March 29, 2018)
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101.PRE
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XBRL Taxonomy Extension Presentation Linkbase Document (incorporated by reference to Exhibit 101.PRE to our Annual Report on Form 10-K filed March 29, 2018)
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*
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Filed herewith
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CTR
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Portions of this exhibit have been omitted pursuant to a request for confidential treatment.
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†
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Denotes management contract or compensatory plan or arrangement.
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ASCENT SOLAR TECHNOLOGIES, INC.
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By:
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/S/ V
ICTOR
L
EE
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Lee Kong Hian (aka Victor Lee)
President and Chief Executive Officer
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Signature
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Capacities
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Date
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/
S
/ V
ICTOR
L
EE
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President & Chief Executive Officer and a Director
(principal executive officer, and principal financial officer and accounting officer)
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April 27, 2018
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Lee Kong Hian (aka Victor Lee)
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/
S
/ A
MIT
K
UMAR
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Chairman of the Board of Directors
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April 27, 2018
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Amit Kumar, Ph.D.
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/
S
/ T
OMAS
M
ARSH
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Director
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April 27, 2018
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G. Thomas Marsh
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/
S
/ K
IM
J. H
UNTLEY
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Director
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April 27, 2018
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Kim J. Huntley
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|
|
1 Year Ascent Solar Technologies (PK) Chart |
1 Month Ascent Solar Technologies (PK) Chart |
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