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,~~14, 2023, there were ~~33,930,812~~3,406,723 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.

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,~~2023, the Company had not made any payments on this note, the accrued interest was ~~$65,685,~~$78,185, and the note is due upon demand. This note is recorded as Other payable in the unaudited Condensed Balance Sheets.

NOTE ~~10.~~11. 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 9/30/2023		Less: Discount Balance			Net Principal Balance 9/30/2023
Sabby Volatility Warrant Master Fund, LTD	$	7,392,899	$	(7,392,899	)	$	—	$	—		$	—
L1 Capital Global Opportunities Master Fund, Ltd		7,500,000		(7,093,333	)		406,667		(87,126	)		319,541
	$	14,892,899	$	(14,486,232	)	$	406,667	$	(87,126	)	$	319,541

Sabby / L1 Convertible Notes

~~BD1~~On December 19, 2022, the Company entered into a Securities Purchase Contract (the “Securities Purchase Contract”) with two institutional investors (each, an “Investor” and collectively, the “Investors”) for the issuance to the Investors of $12,500,000 in aggregate principal amount of Senior Secured Original Issue 10% Discount Convertible ~~Note~~

~~On January 3, 2022, BD 1 Investment Holding, LLC (“BD1”) sold and assigned $1,000,000 of its convertible notes (“BD1 Convertible~~Advance Notes 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 ~~Fleur~~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 ~~Pte Ltd (“Fleur”~~Market (the “Specified Default”). ~~On January 21, 2022, BD1 sold~~

Pursuant to the Amendment, the Company and ~~assigned $1,000,000~~each of ~~its convertible notes~~the Investors agreed to ~~Nanyang Investment Management Pte Ltd (“Nanyang”). The aggregate remaining principal balance~~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 ~~BD1 after these assignments was $7,900,000. On February 1, 2022, BD1 converted all of their remaining $7,900,000~~the Investors on the following dates and in the following 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.~~

~~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,cash amounts, 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~~100% of ~~common stock may not~~the principal amount of the Advance Notes to be ~~issued pursuant~~repaid plus accrued and unpaid interest thereon (if any). The Company's failure to ~~this note if, after~~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 ~~conversion or issuance, Nanyang, together with its affiliates, would beneficially own~~Revised Amendment, the Advance Notes will be prepaid by the Company in ~~excess of 4.99% of the outstanding shares of the Company’s common stock. The discount~~cash on the ~~principal is charged to interest expense, ratably, over~~following dates and in 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.~~ On 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,~~following aggregate amounts, 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%100% of the ~~outstanding shares~~principal amount of the Advance Notes to be prepaid plus accrued and unpaid interest thereon (if any). The Company’s ~~common stock. The discount on~~failure to comply with the ~~principal is charged to interest expense, ratably, over the life~~terms of the ~~note.~~ 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

On ~~February 2, 2022, Fleur converted $700,000 of their convertible notes into 1,400,000 shares of common stock. The associated discount on~~May 22, 2023, the ~~converted portion~~Investors and the Company agreed to defer for 90 days each of the ~~notes~~two prepayments of ~~approximately $155,000 was charged to interest expense. The discount on~~$666,667 that were scheduled for May 18, 2023 and June 19, 2023. Accordingly, (i) the ~~remaining principal will be charged to interest expense, ratably, over~~May 18, 2023 payment is deferred until August 16, 2023, and (ii) the ~~life of the note.~~June 19, 2023 payment is delayed until September 17, 2023.

~~In July 2022,~~ ~~the Company and Fleur agreed to waive the 4.99% cap on securities beneficially owned by Fleur.~~ 13On 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.

Table of Contents

On May 25, 2023, the Company and each of the Investors entered into a Waiver and Amendment Agreement (the “Second Amendment”) relating to the Securities Purchase Contract and the Advance Notes. Pursuant to the Second Amendment, the Company and each of the Investors agreed to amend the Advance Notes to provide that if the Company receives a Notice of Conversion at a time that the Conversion Price (or, as applicable, the Alternative Conversion Price) then in effect Price, without regard to the Floor Price (the “Applicable Conversion Price”), is less than the Floor Price then in effect, the Company shall issue a number of shares equal to the Conversion Amount divided by such Floor Price and, at its election (x) pay the economic difference between the Applicable Conversion Price and such Floor Price (the “Outstanding Conversion Amount”) in cash at such time or (y) pay the Outstanding Conversion Amount following the consummation of a reverse stock split by the Company (1) in cash or (2) by issuing to the Holder a number of shares of Common Stock with an aggregate value equal to the Outstanding Conversion Amount, with the value per share of Common Stock for purposes of such calculation equal to (i) if such shares are issued on or prior to August 23, 2023, the daily VWAP of the Common Stock on the Trading Day following the date of the consummation of such reverse stock split or (ii) if such shares are issued after August 23, 2023, 90% of the daily VWAP of the Common Stock on the Trading Day following the date of the consummation of such reverse stock split. As of September 30, 2023, the Company had $6,470,540 in Outstanding Conversion Amounts recorded as Conversions Payable on the unaudited Condensed Balance Sheets.

The Securities Purchase Contract also included certain warrants to purchase up to 12,567 shares of common stock (the "Warrants"). The Warrants were issued with an exercise price equal to $786 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 37,500 shares of the Company’s Common Stock. The per share purchase price for the Shares is $240 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 remaining principal outstanding on the Advance Notes was lowered to $73.22 per share of Common Stock;

The exercise price of the outstanding Warrants was lowered to $73.22 per share of Common Stock; and

The number of shares that the Warrants are exercisable for increased from 12,567 to 134,904 shares of Common Stock.

On June 29, 2023 the Company entered a securities purchase agreement (“Series 1B SPA”) with accredited investors (the "Accredited Investors") for the private placement of $900,000 for 900 shares of the Company’s newly designated Series 1B Convertible Preferred Stock (“Series 1B Preferred Stock”) (Note 13). Shares of the Series 1B Preferred Stock are convertible at the option of the holder into common stock at an initial conversion price of equal to $28.00 per share.

The terms of the Series 1B SPA triggered certain further 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 further adjustments in June 2023:

The fixed conversion price of the remaining principal outstanding on the Advance Notes was lowered to $25.36 per share of Common Stock;

The exercise price of the outstanding Warrants was lowered to $25.36 per share of Common Stock; and

The number of shares that the Warrants are exercisable for increased from 134,904 to 389,500 shares of Common Stock.

Pursuant to ASC 260, Earnings per Share, the Company recorded a deemed dividend for the down round adjustments of $11,653,986 which reduced income available to common shareholders in the Company's earnings per share calculations.

Under the existing terms of the Advance Notes the conversion price may in no event be less than a floor price (the “Floor Price”) of $40 currently. The new adjusted fixed conversion price of the Advance Notes ($1.765) is less than the Floor Price. Accordingly, upon conversion of the Advance Notes, the Company shall issue a number of shares equal to the Conversion

Table of Contents

Amount divided by such Floor Price and, at its election (x) pay the economic difference between the Applicable Conversion Price and such Floor Price (the “Outstanding Conversion Amount”) in cash at such time or (y) pay the Outstanding Conversion Amount following the consummation of a reverse stock split by the Company (1) in cash or (2) by issuing to the Holder a number of shares of Common Stock with an aggregate value equal to the Outstanding Conversion Amount, with the value per share of Common Stock for purposes of such calculation equal to (i) if such shares are issued on or prior to August 23, 2023, the daily VWAP of the Common Stock on the Trading Day following the date of the consummation of such reverse stock split or (ii) if such shares are issued after August 23, 2023, 90% of the daily VWAP of the Common Stock on the Trading Day following the date of the consummation of such reverse stock split.

During the nine months ended September 30, 2023, the Company settled $14.5 million of principal as follows:


	Debt Settlement
Equity issued for convertible debt	$	2,912,759
Conversions payable		6,470,540
Cash repayments		1,025,423
Accelerated discount recognized in APIC		4,077,510
Principal settled during the nine months ended September 30, 2023	$	14,486,232

During the three and nine months ended September 30, 2023, the Company had interest expense of $271,162 and $2,070,669, respectively, of which, $231,536 and $1,773,633 for the three and nine months ended September 30, 2023, respectively, was due to accretion of discount on the Advanced Notes. Interest payable was $85,731 as of September 30, 2023.

NOTE ~~11.~~12. 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~~$232 million, 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,~~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,~~2023, there were 48,100 shares of Series A Preferred Stock outstanding and accrued and unpaid dividends of ~~$453,209.~~$501,977.

NOTE ~~12.~~13. SERIES 1A1B PREFERRED STOCK

On June 29, 2023, the Company entered into the Series ~~1A Preferred Stock – Tranche 1 Closing~~

As1B SPA with Accredited Investors for the private placement of ~~January 1, 2022, there were 3,700~~900 shares of Series 1A1B Preferred Stock ~~outstanding; 1,300 shares owned by Crowdex Investment, LLC (“Crowdex”) and 2,400 shares owned by TubeSolar. Each share~~for $900,000 gross proceeds.

Table of Contents

The Series 1A1B Preferred Stock ~~has a stated value of $1,000 per share. Shares of~~ranks senior to the ~~Series 1A Preferred Stock are convertible into~~ common stock ~~by dividing the stated value by the fixed conversion price equal~~with respect 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).

dividends and rights upon liquidation. Holders of the Series 1A1B Preferred Stock do not have voting rights and are not entitled to any fixed rate of ~~dividends. If~~dividends; however, if the Company pays a dividend or otherwise makes a distribution or distributions payable on shares of common stock, then the Company will make a dividend or distribution to the holders of the Series 1A1B Preferred Stock ~~will~~in such amounts as each share of Series 1B Preferred Stock would have been entitled to receive if such share of Series 1B Preferred Stock was converted into shares of common stock at the time of payment of the stock dividend or ~~distribution on an as-converted to common stock basis.~~ distribution.

There ~~are~~is no ~~specified~~scheduled or mandatory redemption ~~rights~~ for the Series 1A1B Preferred ~~Stock.~~ Stock and there is no redemption for the Series 1B Preferred Stock exercisable (i) at the option of the Investor, or (ii) at the option of the Company.

Upon our liquidation, dissolution or winding up, holders of Series 1A1B 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~~$1,000 per share plus any accrued but unpaid dividends (if any) thereon.

~~On February 1, 2022 Crowdex and TubesSolar converted all~~Shares of ~~their remaining shares 1,300 and 2,400, respectively, of~~the Series 1A1B Preferred Stock are convertible at the option of the holder into ~~2,600,000 and 4,800,000, respectively~~common stock at an initial conversion price of equal to $28.00 per share. The conversion price for the Series 1B Preferred Stock is subject to adjustment on the earliest of the date that (a) a resale registration statement relating to the shares of common ~~stock.~~stock underlying the Series 1B Preferred Stock has been declared effective by the SEC, (b) all of such underlying shares of common stock have been sold pursuant to SEC Rule 144 or may be sold pursuant to SEC Rule 144 without volume or manner-of-sale restrictions, (c) the one year anniversary of the closing provided that a holder of such underlying shares is not an affiliate of the Company or (d) all of such underlying shares may be sold pursuant to an exemption from registration under Section 4(a)(1) of the Securities Act without volume or manner-of-sale restrictions (such earliest date, the “Reset Date”).

On the Reset Date, the conversion price shall be equal to the lower of (i) $0.14 and (ii) 90% of the lowest VWAP for the Company’s common stock out of the 10 trading days commencing 5 trading days immediately prior to the Reset Date, provided that the conversion price may not be adjusted to less than $10.00 per share.

~~Table~~Holders of ~~Contents~~the Series 1B Preferred Stock (together with its affiliates) may not convert any portion of such Investor’s Series 1B Preferred Stock to the extent that the holder would beneficially own more than 4.99% of the Company’s outstanding shares of common stock after conversion, except that upon at least 61 days’ prior notice from the holders to the Company, the holder may increase the maximum amount of its beneficial ownership of outstanding shares of the Company’s Common Stock after converting the holder’s Series 1B Preferred Stock up to 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to the conversion, as such percentage ownership is determined in accordance with the terms of the Series 1B Preferred Stock.

NOTE ~~13.~~14. STOCKHOLDERS’ EQUITY (DEFICIT)

Common Stock

At September 30, ~~2022,~~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,~~2023, the Company had ~~33,930,812~~549,199 shares of common stock outstanding. The Company has not declared or paid any dividends related to the common stock during the three or nine ~~month~~months ended September 30, ~~2022~~2023 and ~~2021.~~2022.

~~Private Placement Offering~~

~~On August 4, 2022,~~During the ~~Company received $1,000,000~~nine months ended September 30, 2023, $14.5 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 outstandingdebt principal ~~amount of the Bridge Note will automatically convert~~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 of288,451 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”).

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~~1,425 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~~common stock was issued for ~~1.5 shares of Common Stock.~~vendor services.

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,~~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		Shares Authorized		Shares Outstanding
Series A		750,000		48,100		750,000		48,100
Series 1A		5,000		—		5,000		—
Series B-1		2,000		—		2,000		—
Series B-2		1,000		—		1,000		—
Series 1B						900		900
Series C		1,000		—		1,000		—
Series D		3,000		—		3,000		—
Series D-1		2,500		—		2,500		—
Series E		2,800		—		2,800		—
Series F		7,000		—		7,000		—
Series G		2,000		—		2,000		—
Series H		2,500		—		2,500		—
Series I		1,000		—		1,000		—
Series J		1,350		—		1,350		—
Series J-1		1,000		—		1,000		—
Series K		20,000		—		20,000		—

Warrants

As of September 30, 2023, there are 396,576 outstanding warrants with exercise prices between $25.36 and $1,060 per share.

Series A Preferred Stock

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

~~Series 1A Preferred Stock~~

Refer to Note 12 for information on Series A Preferred Stock.

Series 1B Preferred Stock

Refer to Note 13 for information on Series 1B Preferred Stock.

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 and 2021.~~2023.

NOTE ~~14.~~15. SHARE-BASED COMPENSATION

~~On September 21,~~In 2022, ~~the Company’s board of directors appointed Jeffrey Max as the Company’s new Chief Executive Officer.~~ ~~As part of his employment agreement,~~ the Company granted ~~Mr. Max an inducement grant of~~ restricted stock units ~~(“RSUs”) for an aggregate~~to its Chief Executive Officer and Chief Financial Officer. On April 26, 2023, the Company terminated its employment contract with the Company's then Chief Executive Officer resulting in the forfeiture of ~~3,534,591~~11,389 restricted stock units. The remaining non-vested 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 of Mr. Max’s employment for any reason other than (x) by the Company for cause or (y) by Mr. Max without good reason.

~~The estimated fair value of the restricted stock unit is $5.37, the closing price at grant date. As~~2,100 units as of September 30, ~~2022, approximately 707,000 shares vested under this agreement and~~2023 are expected to vest in 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, totalfuture. Total unrecognized share-based compensation expense from the remaining unvested restricted stock as of September 30, 2023 was approximately ~~$15,185,000 (or approximately 2,828,000 shares)~~$1,251,600 and ~~will~~is expected to berecognized over 27 months. The Company recognized share-based compensation expense related to restricted stock grants of $139,067 and $2,104,378 for the ~~remaining vesting period~~three and nine months ended September 30, 2023. The following table summarizes non-vested restricted stock and the related activity as of ~~36 months.~~ September 30, 2023:

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	Shares		Weighted Average Grant Date Fair Value
Non-vested at January 1, 2023		15,760		989.08
Vested		2,271		926.66
Forfeited		11,389		1,074.00
Non-vested at September 30, 2023		2,100		596.00

NOTE ~~15.~~16. COMMITMENTS AND CONTINGENCIES

On ~~September 21, 2022,~~April 26, 2023, the ~~Company and Mr. Lee entered into a Separation Agreement and Release~~board 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~~directors 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~~terminated Jeffrey Max as the Company’s ~~customary payroll~~

~~Table~~President and Chief Executive Officer. Mr. Max claims that his termination was not for cause as defined in his employment agreement which could enable him to certain benefits, including severance and vesting of ~~Contents~~

~~practices~~restricted stock units. Management believes Mr. Max was terminated for cause and ~~regular payroll time periods as in effect from time to time; (ii)~~any such claims, if asserted, would be without substantial merit. Although the outcome of any legal proceedings is 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)~~Max.

On August 15, 2023, H.C. Wainwright & Co., LLC (“Wainwright”) filed an action against the Company ~~shall pay COBRA premiums at~~in the New York State Supreme Court in New York County. The complaint alleges a breach by the Company of an investment banking engagement letter entered into in October 2021. The Wainwright engagement letter expired in April 2022 without any financing transaction having been completed. The complaint claims that Wainright is entitled, under a “tail provision”, to an 8% fee and 7% warrant coverage on the Company’s ~~current contribution level for~~$15 million secured convertible note financing. The complaint seeks damages of $1.2 million, 2,169.5 common stock warrants with a per share exercise price of $605, and attorney fees. While it is too early to predict the ~~next 12 months. The Company accrued liabilities~~outcome of ~~approximately $590,000 included in Accrued Expenses~~this legal proceeding or whether an adverse result would have a material adverse impact on ~~the Condense Consolidated Balance Sheet as of September 30, 2022.~~ our operations or financial position, we believe we have meritorious defenses and intend to defend this legal matter vigorously.

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 ~~16.~~17. SUBSEQUENT EVENTS

~~There were no events subsequent~~On September 28, 2023, the Company entered into a placement agency agreement (the “Placement Agent Agreement”) with Dawson James Securities Inc. (“Dawson James”) pursuant to ~~September 30, 2022~~which the Company engaged Dawson James as the placement agent for a registered public offering by the Company (the “Offering”), of an aggregate of 3,572,635 units (“Units”) at a price of $2.88 per Unit, for gross proceeds of approximately $10.3 million, before deducting offering expenses.

Each Unit is comprised of (i) one share of common stock or, in lieu of common stock, one prefunded warrant to ~~report as~~purchase a share of ~~this filing~~common stock, and (ii) one common warrant to purchase a share of common stock. The prefunded warrants are immediately exercisable at a price of $0.0001 per share of common stock and only expire when such prefunded warrants are fully exercised. The common warrants are immediately exercisable at a price of $2.88 per share of common stock and will expire five years from the date of issuance.

The Company agreed to pay Dawson James a placement agent fee in cash equal to 8.00% of the gross proceeds from the sale of the Units. The Company also agreed to reimburse Dawson James for all reasonable travel and other out-of-pocket expenses, including the reasonable fees of legal counsel, not to exceed $155,000.

The Offering closed on ~~November 10, 2022.~~October 2, 2023 and, in the Offering, the Company issued (i) 389,024 common shares, (ii) 3,183,611 prefunded warrants, and (iii) 3,572,635 common warrants.

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The Company used a portion of the proceeds from the Offering to retire approximately $5,212 thousand of the outstanding conversion amount payable related to the Company’s secured convertible notes and all $900 thousand of the Company’s outstanding Series 1B Preferred Stock.

Subsequent to September 30, 2023, 2,468,500 of the pre-funded warrants were exercised into common stock.

The terms of the Offering triggered certain further 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 further adjustments in October 2023:

•

The fixed conversion price of the approximately then outstanding $400,000 principal amount currently outstanding Advance Notes has been lowered to $1.765 per share of Common Stock;

•

The exercise price of the outstanding Warrants has been lowered to $1.765 per share of Common Stock; and

•

The number of shares that the Warrants are exercisable for has been increased from 389,500 to 5,596,232 shares of Common Stock.

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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,~~2022 which was filed with the SEC on March ~~14, 2022.~~10, 2023. 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~~2022 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

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 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 nine months ended September 30, ~~2022,~~2023, we generated $~~1,210,125~~455,480 of total revenue. As of September 30, ~~2022,~~2023, 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.

~~Table of Contents~~$470,987,945.

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.

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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. ~~All tooling necessary for us to meet our near-term production requirements is installed in our Thornton, Colorado plant.~~

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. In April 2023, the Company purchased manufacturing assets in Zurich, Switzerland with plans to commence manufacturing using this equipment; however, in June 2023, Management exercised its put option on the equipment to sell it to Affiliates and is planning to restart production at its Thornton facility.

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 operating history and lack of profitability;~~

•

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

•

~~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 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 develop sales, marketing and distribution capabilities;~~

•

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

•

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

•

The accuracy of our estimates and projections;

•

~~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 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;

•

~~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;

•

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

•

Changes in our business plan or corporate strategies;

•

~~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 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;

•

~~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 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;

•

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

•

The impact of the COVID-19 pandemic on our business, results of operations, cash flows, financial condition and liquidity.

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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~~2023 and December 31, ~~2021,~~2022, and the results of operations for the three and nine months ended September 30, ~~2022~~2023 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

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, ~~2021. There~~2022. Except for the adoption of ASU 2020-06, there have been no significant changes to our accounting policies as of September 30, ~~2022.~~2023.

Results of Operations

Comparison of the Three Months Ended September 30, ~~2022~~2023 and ~~2021~~2022


	Three Months Ended September 30,									Three Months Ended September 30,
	2022			2021			$ Change			2023			2022			$ Change
Revenues
Products	$	6,344		$	11,723		$	(5,379	)	$	209,496		$	6,344		$	203,152
Milestone and engineering		-			-			-			20,458			-			20,458
Total Revenues		6,344			11,723			(5,379	)		229,954			6,344			223,610

Costs and Expenses
Cost of Revenue		409,819			687,885			(278,066	)		692,752			409,819			282,933
Research, development and manufacturing operations		1,540,170			1,086,513			453,657			344,942			1,540,170			(1,195,228	)
Selling, general and administrative		1,890,218			882,641			1,007,577			1,407,493			1,890,218			(482,725	)
Share-based compensation		3,796,151			-			3,796,151			139,067			3,796,151			(3,657,084	)
Depreciation and amortization		20,497			15,111			5,386			23,723			20,497			3,226
Total Costs and Expenses		7,656,855			2,672,150			4,984,705			2,607,977			7,656,855			(5,048,878	)
Loss From Operations		(7,650,511	)		(2,660,427	)		(4,990,084	)		(2,378,023	)		(7,650,511	)		5,272,488

Other Income/(Expense)
Other income/(expense), net		20,000			67,644			(47,644	)		756,859			20,000			736,859
Interest Expense		(252,571	)		(167,983	)		(84,588	)		(288,109	)		(252,571	)		(35,538	)
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	)		468,750			(232,571	)		701,321
Income/(Loss) on Equity Method Investments		(27,484	)		-			(27,484	)		-			(27,484	)		27,484
Net (Loss)/Income	$	(7,910,566	)	$	(2,564,914	)	$	(5,345,652	)	$	(1,909,273	)	$	(7,910,566	)	$	6,001,293

~~Table of Contents~~

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

Total Revenues. Our total revenues ~~decreased slightly~~increased by ~~$5,379,~~$223,610, or ~~46%~~100%, for the three months ended September 30, ~~2022~~2023 when compared to the same period in ~~2021.~~2022. Increase is primarily due to revenue generated from fulfilling a supply agreement obligation for one of Flisom's customers acquired as part of the Flisom asset acquisition and increased nonrecurring engineering fees.

Cost of revenue. Cost of revenues is primarily comprised of repair and maintenance, material costs, and direct labor and manufacturing overhead expenses. Our Cost of revenues increased by $282,933, or 69%, for the three months ended September 30, 2023 when compared to the same period in 2022. Increase in cost of revenue is primarily due to expenses incurred from our asset acquisition of Flisom's manufacturing equipment and related costs partially offset by the decrease in production costs with the redeployment of the Thornton facility as a Perovskite research facility.

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Research, development and manufacturing operations. Research, development and manufacturing operations costs include costs incurred for product development and pre-production activities in our manufacturing facility. It also includes costs related to technology development. Research, development and manufacturing operations costs decreased by $1,195,228, or 78%, for the three months ended September 30, 2023 when compared to the same period in 2022. This is primarily due to a decrease in manufacturing operations cost, as the Company redeployed its Thornton manufacturing facility as a perovskite research facility.

Selling,general and administrative. Selling, general and administrative expenses decreased by $482,725, or 26%, for the three months ended September 30, 2023 when compared to the same period in 2022. The decrease in costs is due primarily to a one-time termination expense of approximately $500,000 recognized with the departure of our former CEO in the prior period.

Share-based compensation. Share-based compensation expense decreased by $3,657,084 or 96% for the three months ended September 30, 2023 when compared to the same period in 2022. The decrease is primarily due to the employment termination of former CEO on April 26, 2023. The prior period expense also includes the immediate vesting of 20% of the former CEO's restricted stock units.

Other Income/Expense. Other income was $468,750 for the three months ended September 30, 2023, compared to other expense of $232,571 for the same period in 2022, an increase of $701,321. The increase is due primarily to a one-time employment retention credit received and a gain on lease modification, partially offset by an asset disposal.

Net Loss. Our Net Loss decreased by $6,001,293, or 76%, for the three months ended September 30, 2023 compared to the same period in 2022 due primarily to the items mentioned above.

Comparison of the Nine Months Ended September 30, 2023 and 2022


	Nine Months Ended September 30,
	2023			2022			$ Change
Revenues
Product Revenue	$	395,106		$	688,125		$	(293,019	)
Milestone and engineering		60,374			522,000			(461,626	)
Total Revenues		455,480			1,210,125			(754,645	)

Costs and Expenses
Cost of Revenue		1,820,816			1,519,703			301,113
Research, development and manufacturing operations		2,832,956			4,399,765			(1,566,809	)
Selling, general and administrative		4,178,146			3,583,366			594,780
Share-based compensation		2,104,378			3,796,151			(1,691,773	)
Depreciation and amortization		73,947			54,998			18,949
Total Costs and Expenses		11,010,243			13,353,983			(2,343,740	)
Loss From Operations		(10,554,763	)		(12,143,858	)		1,589,095

Other Income/(Expense)
Other Income/(Expense), net		766,859			22,000			744,859
Interest Expense		(2,118,023	)		(2,371,256	)		253,233
Total Other Income/(Expense)		(1,351,164	)		(2,349,256	)		998,092
Income/(Loss) on Equity Method Investments		(170	)		(27,486	)		27,316
Net (Loss)/Income	$	(11,906,097	)	$	(14,520,600	)	$	2,614,503

Total Revenues. Our total revenues decreased by $754,645, or 62%, for the nine months ended September 30, 2023 when compared to the same period in 2022. This is primarily due to a large customer order in the prior period that was not repeated in the current period, partially offset by product revenue earned from fulfilling a supply agreement obligation under the Asset Purchase Agreement. Additionally, the Company recognized $512,000 in engineering revenue from TubeSolar in the prior period which was not repeated in the current period.

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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~~increased by ~~$278,066,~~$301,113, or ~~40%~~20%, for the ~~three~~nine months ended September 30, ~~2022~~2023 when compared to the same period in ~~2021. This~~2022.The increase is primarily due ~~primarily~~ to expenses from our asset acquisition of Flisom's manufacturing equipment and employee contracts, partially offset by a reduction in production costs by redeploying 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~~Company's manufacturing ~~equipment. Management believes our factory is significantly under-utilized, and~~facilities as 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.perovskite research facility.

Research, development and manufacturing operations. Research, development and manufacturing operations costs include costs incurred for product development ~~pre-production~~ and ~~production~~pre-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~~decreased by ~~$453,657,~~$1,566,809, or ~~42%~~36%, for the ~~three~~nine months ended September 30, ~~2022~~2023 when compared to the same period in ~~2021.~~2022. This is primarily due ~~primarily~~ to ~~an increase~~a decrease in ~~personnel and other operating costs~~manufacturing operations cost, as the Company redeployed its Thornton manufacturing facility 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.~~perovskite research facility.

Selling, general and administrative. Selling, general and administrative expenses increased by ~~$1,007,577,~~$594,780, or ~~114%,~~17% for the ~~three~~nine months ended September 30, ~~2022~~2023 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.~~2022. The increase in costs is due primarily to increased professional services and other administrative ~~costs in the current period as compared to the Company’s restart status in the same period in 2021.~~expenses.

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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~~decreased by ~~$3,796,151~~$1,691,773 or ~~100%~~45% for the ~~three~~nine months ended September 30, ~~2022~~2023 when compared to the same period in ~~2021.~~2022. The ~~increase~~decrease is primarily due ~~primarily~~ to the employment ~~agreement between~~termination of former CEO on April 26, 2023. The prior period expense also includes the ~~Company and~~immediate vesting of 20% of the ~~new CEO for vested~~former CEO's restricted stock units.

Other Income/Expense. Other expense was ~~$2,349,256~~$1,351,164 for the nine months ended September 30, ~~2022, compare~~2023, compared to other ~~income~~expense of ~~$3,216,903 in~~$2,349,256 for the same period ~~2021,~~in 2022, a ~~decline~~decrease of ~~$5,566,159.~~$998,092. The decline is due primarily to a one-time employment retention credit received and a gain ~~from~~on lease modification. Additionally, the ~~change in fair value of derivative liabilities recognized~~Company recording accelerating debt discount as interest expense in the prior ~~period and not repeated in~~year. With the ~~current period, and additionally, as a result~~adoption of ASU 2020-06, the ~~Company accelerating the amortization of approximately $2 million in convertible~~accelerated debt discount ~~and recognizing it as interest expense upon conversion of certain notes to equity~~is now recorded in ~~the current period.~~ stockholders' equity.

Net Loss. Our Net Loss ~~was $14,520,600~~decreased by $2,614,503, or 18%, for the nine months ended September 30, ~~2022,~~2023 compared to ~~Net Loss of $2,411,469 in~~ the same period in ~~2021, a decline of $12,109,131. The decline is~~2022 due primarily to the items mentioned above.

Liquidity and Capital Resources

~~The~~In March, 2023, the Company ~~has continued limited PV~~redeployed its Thornton facilities from a manufacturing facility to a research and development facility. In April 2023, the Company purchased manufacturing assets in Zurich, Switzerland with plans to commence manufacturing using this equipment; however, in June 2023, Management exercised its put option on the equipment and is planning to restart production at its ~~manufacturing~~Thornton facility. ~~The Company~~Management 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.~~the Company is able to achieve large-scale production capacities. During the nine months ended September 30, ~~2022~~2023 the Company used ~~$7,925,786~~$7,329,398 in cash for operations.

~~Additional~~Additionally, projected total revenues are not anticipated to result in a positive cash flow position for the year overall and, as of September 30, ~~2022,~~2023, the Company has working capital deficit of ~~$59,948.~~$8,726,319. As such, cash liquidity would not be 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 and has closed on an equity offering on October 2, 2023, but there is no assurance the Company will be able to continue 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 unaudited condensed ~~consolidated~~ financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.

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Statements of Cash Flows Comparison of the Nine Months Ended September 30, ~~2022~~2023 and ~~2021~~2022

For the nine months ended September 30, ~~2022,~~2023, our cash used in operations was ~~$7,925,786~~$7,329,398 compared to ~~$6,227,813~~$7,925,786 for the nine months ended September 30, ~~2021, an increase~~2022, a decrease of ~~$1,697,973. The increase~~$596,388. This decrease is due primarily to ~~the scaling up~~decreased Company expenses and revenue and timing of ~~operations during the current period as compared to the Company’s restart status in the 2021 nine months period.~~cash outflows. For the nine months ended September 30, ~~2022,~~2023, cash used in investing activities was ~~$185,703~~$3,863,963 compared to ~~$96,738~~$185,703 used in investing activities for the nine months ended September 30, ~~2021.~~2022. This change was ~~due~~ primarily to the ~~Company investing~~result of the asset acquisition in ~~Ascent Germany and purchasing new PP&E in the current period.~~Zurich, Switzerland. During the nine months ended September 30, ~~2022,~~2023, net cash used in operations of ~~$7,925,786~~$7,329,398 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,~~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~~requirements 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 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.~~

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.

We currently do not engage in hedging transactions to reduce our exposure to changes in currency exchange rates, although, we may do so in the future.

We hold no significant funds denominated in foreign currencies as of September 30, 2023.

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,~~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

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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.~~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.~~2023.

Changes in Internal Control Over Financial Reporting

There were no changes in internal control over financial reporting during the nine months ended September 30, ~~2022~~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~~Except as discussed in Note 16 to the financial statements, there were no events required to be reported under Item 1for the three months ended September 30, 2023, within Part II, Item 1 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.~~this report.

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. Failure to maintain the listing of our common stock on Nasdaq could adversely affect the liquidity of our common stock.

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.

On March 23, 2023 the Company received a written notice (the “Notice”) from the Listing Qualifications Department of Nasdaq indicating that the Company was 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 “Bid Price Requirement”). In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company was provided 180 calendar days to regain compliance with the Bid Price Requirement.

On July 28, 2023, the Company received notice (the “Second Notice”) that Nasdaq had determined that the Company’s common stock had a closing bid price of $0.10 or less for ten consecutive trading days triggering application of Listing Rule 5810(c)(3)(A)(iii) which states in part: if during any compliance period specified in Rule 5810(c)(3)(A), a company’s security has a closing bid price of $0.10 or less for ten consecutive trading days, the Listing Qualifications Department shall issue a Staff Delisting Determination under Rule 5810 with respect to that security (the “Low Priced Stocks Rule”). As a result, the Nasdaq staff determined to delist the Company’s common stock from Nasdaq, unless the Company timely requests an appeal of the staff’s determination to a Hearings Panel (the “Panel”), pursuant to the procedures set forth in the Nasdaq Listing Rule 5800 Series.

In addition, Nasdaq Listing Rule 5550(b)(1) (the “Stockholders’ Equity Rule”) requires companies listed on Nasdaq to maintain a minimum of $2,500,000 in stockholders’ equity for continued listing. On May 25, 2023, we received a letter from Nasdaq indicating that we were not in compliance with the Stockholders’ Equity Rule.

On July 28, 2023, the Company received notice that Nasdaq had determined that the Company’s common stock had a closing bid price of $0.10 or less for ten consecutive trading days triggering application of Listing Rule 5810(3)(A)(iii) which states in part: if during any compliance period specified in Rule 5810(c)(3)(A), a company’s security has a closing bid price of $0.10 or less for ten consecutive trading days, the Listing Qualifications Department shall issue a Staff Delisting Determination under Rule 5810 with respect to that security (the “Low Priced Stocks Rule”). As a result, the Nasdaq staff determined to delist

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the Company’s common stock from Nasdaq, unless the Company timely requests an appeal of the staff’s determination to a Hearings Panel (the “Panel”), pursuant to the procedures set forth in the Nasdaq Listing Rule 5800 Series. The Company requested a hearing before the Panel, which was scheduled for October 12, 2023.

On September 12, 2023, the Company implemented a reverse stock split in an effort to regain compliance with the $1 minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Rule”), and by letter dated September 29, 2023, the Company was notified by the Staff that the Company had regained compliance with the Bid Price Rule. The Staff, however, determined that, following the reverse split, the Company no longer satisfied the minimum 500,000 publicly held shares requirement set forth in Nasdaq Listing Rule 5550(a)(4) (the “Public Float Rule”).

On October 2, 2023, the Company completed a public offering of units (each unit consisting of (x) one share or one prefunded warrant and (y) one common stock warrant) for gross proceeds of $10.3 million. As a result of the offering, the Company had the minimum of $2.5 million in stockholders’ equity and has therefore regained compliance with the Equity Rule. The offering also resulted in an increase in the Company’s publicly held shares above the minimum Nasdaq threshold of 500,000 shares and as such the Company believes it has regained compliance with the Public Float Rule.

On October 11, 2023, the Company received notice from the Nasdaq Listing Qualifications staff that the Company has regained compliance with Nasdaq’s minimum $2.5 million stockholders’ equity requirement in Listing Rule 5550(b)(1) and the minimum 500,000 publicly held shares requirement under Listing Rule 5550(a)(4), and that the Company is therefore in compliance with the Nasdaq Capital Market’s listing requirements.

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 months ended September 30, ~~2022.~~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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3.17		Form of Series 1B Preferred Stock Certificate of Designation (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed on June 30, 2023)
~~4.1~~
3.18		Amendment to the Series 1B Preferred Stock Certificate of Designation dated July 25, 2023 (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed on July 31, 2023)

3.19		Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company, dated September 8, 2023 (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed on September 15, 2023)

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~~ 4.4^CTR		Form of Warrant (incorporated by reference to Exhibit 4.4 filed with Amendment No. 3 to the Company’s Registration on Form S-1 (File no. 333-274231))

4.5		Form of Prefunded Warrant (incorporated by reference to Exhibit 4.6 filed with Amendment No. 3 to the Company’s Registration on Form S-1 (File no. 333-274231))

4.6		Form of Placement Agent Warrant (incorporated by reference to Exhibit 4.5 filed with Amendment No. 3 to the Company’s Registration on Form S-1 (File no. 333-274231))

4.7		Form of Warrant Agency Agreement (incorporated by reference to Exhibit 4.7 filed with Amendment No. 3 to the Company’s Registration on Form S-1 (File no. 333-274231))

4.8		Form of Prefunded Warrant Agency Agreement (incorporated by reference to Exhibit 4.8 filed with Amendment No. 3 to the Company’s Registration on Form S-1 (File no. 333-274231))

4.9		Form of Securities Purchase Agreement (incorporated by reference to Exhibit 4.9 filed with Amendment No. 3 to the Company’s Registration on Form S-1 (File no. 333-274231))

10.1CTR		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)

Table of Contents


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)

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

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10.30		Waiver and Amendment Agreement, dated as of May 25, 2023 (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on May 26, 2023)

10.31		Form of Series 1B Preferred Stock Purchase Agreement dated June 29, 2023 (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on June 30, 2023)

10.32		Placement Agent Agreement (incorporated by reference to Exhibit 1.1 filed with Amendment No. 3 to the Company’s Registration on Form S-1 (File no. 333-274231))

10.33†		Employment Agreement between the Company and Bobby Gulati dated as of October 19, 2023 (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on October 23, 2023)

10.34†		Employment Agreement between the Company and Jin Jo dated as of October 19, 2023 (incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed on October 23, 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.

†		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.

2632

Table of Contents

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~~14th day of November, ~~2022.~~2023.




November ~~10, 2022~~14, 2023	By:	/s/ ~~JEFFREY A. MAX~~PAUL WARLEY
		~~Jeffrey A. Max~~Paul Warley ~~President and~~ Chief Executive Officer (Principal Executive Officer)

November ~~10, 2022~~14, 2023	By:	/s/ ~~MICHAEL J. GILBRETH~~JIN JO
		~~Michael J. Gilbreth~~Jin Jo Chief Financial Officer (Principal Financial and Accounting Officer)

2733




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


	September 30,			December 31,			September 30,			December 31,
	2022			2021			2023			2022
ASSETS
Current Assets:
Cash and cash equivalents	$	2,850,271		$	5,961,760		$	2,249,764		$	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 $0 and $26,000, respectively								-			1,769
Inventories, net		684,385			592,172			636,019			615,283
Prepaid and other current assets		875,041			247,736			258,691			344,110
Total current assets		4,521,697			6,850,918			3,144,474			12,444,180

Property, Plant and Equipment:		22,558,389			22,425,935			24,182,295			22,590,169
Accumulated depreciation		(22,022,653	)		(22,146,273	)		(20,125,328	)		(22,038,508	)
Property, Plant and Equipment, net		535,736			279,662			4,056,967			551,661

Other Assets:
Operating lease right-of-use assets, net		4,489,930			4,984,688			2,476,958			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 $168,595 and $154,218 respectively								84,925			79,983
Equity method investment		61,254			21,205			65,779			61,379
Other non-current assets		625,000			625,000			1,327,543			1,214,985
								3,955,205			5,680,861
Total Assets	$	10,313,840		$	12,848,068		$	11,156,646		$	18,676,702
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current Liabilities:
Accounts payable	$	717,054		$	642,165		$	1,300,814		$	595,157
Related party payables		42,666			45,000			27,885			67,164
Accrued expenses		2,341,667			991,534			984,568			888,869
Accrued payroll								585,774			927,264
Accrued professional services fees								791,679			952,573
Accrued interest		521,496			475,671			668,495			559,060
Notes payable		250,000			250,000
Current portion of operating lease liability		708,762			646,742			471,497			733,572
Conversions payable (Note 11)								6,470,540			-
Current portion of convertible notes, net								319,541			-
Other payable								250,000			250,000
Total current liabilities		4,581,645			3,051,112			11,870,793			4,973,659
Long-Term Liabilities:
Non-current operating lease liabilities		4,004,667			4,532,490			2,171,440			3,827,878
Non-current convertible notes, net		-			8,076,847			-			5,268,399
Accrued warranty liability		21,225			21,225			21,225			21,225
Total liabilities		8,607,537			15,681,674			14,063,458			14,091,161
Commitments and contingencies (Note 16)
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 ($886,777 and $850,301 Liquidation Preference, respectively)								5			5
Common stock, $0.0001 par value, 500,000,000 authorized; 549,199 and 259,323 shares issued and outstanding, respectively								55			26
Additional paid in capital		444,022,317			424,948,698			468,075,287			452,139,027
Accumulated deficit		(442,303,388	)		(427,782,788	)		(470,987,945	)		(447,537,493	)
Accumulated other comprehensive loss		(16,024	)		-			5,786			(16,024	)
Total stockholders’ equity (deficit)		1,706,303			(2,833,606	)		(2,906,812	)		4,585,541
Total Liabilities and Stockholders’ Equity (Deficit)	$	10,313,840		$	12,848,068		$	11,156,646		$	18,676,702


	Series A Preferred Stock				Series 1B 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, 2023		48,100	$	5		-	$	-		259,323	$	26	$	452,139,027		$	(447,537,493	)	$	(16,024	)	$	4,585,541
Impact of adopting ASU 2020-06		-		-		-		-		-		-		(3,795,874	)		109,631			-			(3,686,243	)
Balance at January 1, 2023, as adjusted		48,100	$	5		-	$	-		259,323	$	26	$	448,343,153		$	(447,427,862	)	$	(16,024	)	$	899,298
Conversion of L1 Note into Common Stock		-		-		-		-		45,129		5		1,240,813			-			-			1,240,818
Conversion of Sabby Note into Common Stock		-		-		-		-		63,030		6		2,123,643			-			-			2,123,649
Share-based compensation		-		-		-		-		-		-		1,965,311			-			-			1,965,311
Common stock issued for services		-		-		-		-		1,425		-		92,750			-			-			92,750
Proceeds from issurance of Series 1B Preferred Stock		-		-		900		-		-		-		900,000			-			-			900,000
Preferred Stock issuance cost														(20,000	)								(20,000	)
Down round deemed dividend		-		-		-		-		-		-		11,653,986			(11,653,986	)		-			-
Net Loss		-		-		-		-		-		-		-			(9,996,824	)		-			(9,996,824	)
Foreign Currency Translation Gain/(Loss)		-		-		-		-		-		-		-			-			1,870			1,870
Balance at June 30, 2023		48,100	$	5		900	$	-		368,907	$	37	$	466,299,656		$	(469,078,672	)	$	(14,154	)	$	(2,793,128	)
Conversion of L1 Note into Common Stock		-		-		-		-		106,250		11		(603,668	)		-			-			(603,657	)
Conversion of Sabby Note into Common Stock		-		-		-		-		74,042		7		151,942			-			-			151,949
Prepayment of Common Stock purchase		-		-		-		-		-		-		2,088,290			-			-			2,088,290
Share-based compensation		-		-		-		-		-		-		139,067			-			-			139,067
Net Loss		-		-		-		-		-		-		-			(1,909,273	)		-			(1,909,273	)
Foreign Currency Translation Gain/(Loss)		-		-		-		-		-		-		-			-			19,940			19,940
Balance at September 30, 2023		48,100	$	5		900	$	-		549,199	$	55	$	468,075,287		$	(470,987,945	)	$	5,786		$	(2,906,812	)


	For the Nine Months Ended						For the Nine Months Ended
	September 30,						September 30,
	2022			2021			2023			2022
Operating Activities:
Net income/(loss)	$	(14,520,600	)	$	(2,411,469	)	$	(11,906,097	)	$	(14,520,600	)
Adjustments to reconcile net income (loss) to cash used in operating activities:
Depreciation and amortization		54,998			40,047			73,947			54,998
Share-based compensation		3,796,150			—			2,104,378			3,796,150
Services paid in common stock								92,750			—
Gain on lease modification								(84,678	)		—
Loss on disposal of assets								77,210			—
Operating lease asset amortization		515,803			482,945			555,240			515,803
Amortization of debt discount		2,323,153			837,767			1,773,621			2,323,153
Inventory reserve expense								111,028			—
Loss on equity method investment		27,486			—			170			27,486
Warranty reserve		—			7,082
Change in fair value of derivatives and gain on extinguishment of liabilities, net		—			(4,047,993	)
Changes in operating assets and liabilities:
Accounts receivable		(62,750	)		1,568			1,769			(62,750	)
Inventories		(92,213	)		(81,243	)		(131,764	)		(92,213	)
Prepaid expenses and other current assets		(746,922	)		(243,155	)		(27,139	)		(746,922	)
Accounts payable		74,889			(86,266	)		705,657			74,889
Related party payable		(2,334	)		(90,834	)		(39,279	)		(2,334	)
Operating lease liabilities		(486,848	)		(427,764	)		(541,519	)		(486,848	)
Accrued interest		45,825			44,461			109,435			45,825
Accrued expenses		1,147,577			(252,959	)		(204,127	)		1,147,577
Net cash used in operating activities		(7,925,786	)		(6,227,813	)		(7,329,398	)		(7,925,786	)
Investing Activities:
Contributions to equity method investment		(83,559	)		—			—			(83,559	)
Payments on purchase of assets		(94,140	)		(176,466	)		(3,844,644	)		(94,140	)
Patent activity costs		(8,004	)		17,648			(19,319	)		(8,004	)
Net cash used in investing activities		(185,703	)		(158,818	)		(3,863,963	)		(185,703	)
Financing Activities:
Proceeds from issuance of Series 1B Preferred Stock								880,000			—
Proceeds from issuance of bridge loan		1,000,000			—			—			1,000,000
Proceeds from issuance of stock and warrants		4,000,000			10,500,000			—			4,000,000
Prepayment of Equity Offering								2,088,290			—
Payment of convertible notes								(1,025,423	)		—
Net cash provided by financing activities		5,000,000			10,500,000			1,942,867			5,000,000
Effect of foreign exchange rate on cash								17,240			—
Net change in cash and cash equivalents		(3,111,489	)		4,113,369			(9,233,254	)		(3,111,489	)
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		$	2,249,764		$	2,850,271
Non-Cash Transactions:
Conversion of bridge loan into common stock and warrants	$	1,000,000		$	—		$	—		$	1,000,000
Right-of-use assets acquired through operating lease liabilities	$	21,045		$	—		$	—		$	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
Purchase and return of equipment purchased on credit							$	(202,556	)	$	202,556
Non-cash conversions of convertible notes to equity							$	2,912,759		$	10,400,000
Series 1A preferred stock conversion	$	740		$	—		$	—		$	740
Down round deemed dividend							$	11,653,986		$	—
Supplemental disclosure of cash flow information:
Cash paid during the year for:
Interest							$	233,436		$	—





☒	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~~2023 and December 31, ~~2021~~2022	1
	Unaudited Condensed ~~Consolidated~~ Statements of Operations and Comprehensive Income - For the Three and Nine Months Ended September 30, ~~2022~~2023 and ~~2021~~2022	2
	Unaudited Condensed ~~Consolidated~~ Statements of Changes in Stockholders’ Equity (Deficit) - ~~for~~For the Three and Nine Months Ended September 30, ~~2022~~2023 and ~~2021~~2022	3
	Unaudited Condensed ~~Consolidated~~ Statements of Cash Flow - For the ~~Three~~Nine Months Ended September 30, ~~2022~~2023 and ~~2021~~2022	5
	Notes to the Unaudited Condensed ~~Consolidated~~ Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1620
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	2225
Item 4.	Controls and Procedures	2225
PART II. OTHER INFORMATION		2327
Item 1.	Legal Proceedings	2327
Item 1A.	Risk Factors	2327
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2328
Item 3.	Defaults Upon Senior Securities	2328
Item 4.	Mine Safety Disclosures	2328
Item 5.	Other Information	2328
Item 6.	Exhibits	2429
SIGNATURES		2733

	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 as of January 1, 2023	$	13,000
Additions		29,350
Recognized as revenue		(42,350	)
Balance as of September 30, 2023	$	-

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


	Three months ended			Nine months ended
	September 30, 2023			September 30, 2023
Net Loss	$	(1,909,273	)	$	(11,906,097	)
Down round deemed dividend		-			(11,653,986	)
Net Loss attributable to common shareholders		(1,909,273	)		(23,560,083	)
Earnings Per Share (Basic and Diluted)		(4.04	)		(66.40	)


	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
Three months ended September 30, 2023
Net Loss	$	(1,909,273	)	$	(5,668,147	)	$	3,758,874
Net Loss attributable to common shareholders		(1,909,273	)		(5,668,147	)		3,758,874
Earnings Per Share (Basic and Diluted)		(4.04	)		(11.98	)		(7.94	)

Nine months ended September 30, 2023
Net Loss	$	(11,906,097	)	$	(20,553,708	)	$	8,647,611
Net Loss attributable to common shareholders		(23,560,083	)		(32,207,694	)		8,647,611
Earnings Per Share (Basic and Diluted)		(66.40	)		(90.77	)		(24.37	)


	Asset Price Allocation
Inventory
Raw Material	$	130,030
Finished Goods		62,427
Other Assets		98,746
Fixed Assets
Manufacturing machinery and equipment		3,682,621
Furniture, fixtures, computer hardware and computer software		110,102

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

Remainder of 2023				$	186,682
2024		1,054,935			769,130
2025		1,084,833			792,203
2026		1,112,903			815,969
Thereafter		1,146,290
2027					840,449
Total lease payments		5,672,022			3,404,433
Less amounts representing interest		(958,593	)		(761,496	)
Present value of lease liability	$	4,713,429		$	2,642,937


	As of September 30,			As of December 31,			As of September 30,			As of December 31,
	2022			2021			2023			2022
Furniture, fixtures, computer hardware and computer software	$	472,004		$	473,448		$	578,690		$	482,235
Manufacturing machinery and equipment		21,729,155			21,863,624			23,552,252			21,739,504
Leasehold improvements		81,001			-			15,994			87,957
Manufacturing machinery and equipment, in progress		276,229			88,863			35,359			280,473
Depreciable property, plant and equipment		22,558,389			22,425,935			24,182,295			22,590,169
Less: Accumulated depreciation and amortization		(22,022,653	)		(22,146,273	)		(20,125,328	)		(22,038,508	)
Net property, plant and equipment	$	535,736		$	279,662		$	4,056,967		$	551,661

	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	)	$	—

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