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| ASTI > SEC Filings for ASTI > Form 8-K on 20-Sep-2012 | All Recent SEC Filings |
20-Sep-2012
Entry into a Material Definitive Agreement, Other Events, Financi
On September 19, 2012, Ascent Solar Technologies, Inc. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with Aegis Capital Corp. (the "Representative") as representative of the several underwriters (the "Underwriters"), providing for the sale in a firm commitment offering of 9,166,700 shares of the Company's common stock, par value $0.0001 per share (the "Shares"), at a price to the public of $1.20 per Share (the "Offering"). The Company expects the Offering to close on or about September 25, 2012, subject to the satisfaction of customary closing conditions, and expects that the net proceeds from the Offering will be approximately $10.14 million after deducting the estimated underwriting discount and estimated offering expenses payable by the Company. In the Underwriting Agreement, the Company agrees to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended, or to contribute to payments that the Underwriters may be required to make because of such liabilities. In addition, the Underwriting Agreement provides the Underwriters a 45-day option to purchase up to an additional 1,375,005 Shares from the Company.
The Shares are being offered and sold pursuant to a prospectus supplement dated September 19, 2012 and an accompanying base prospectus dated February 3, 2012, pursuant to the Company's existing shelf registration statement on Form S-3 (File No. 333-178821) that was declared effective by the Securities and Exchange Commission on February 14, 2012.
The foregoing description of the Underwriting Agreement is not complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Forward Looking Statements
This Current Report on Form 8-K, including its exhibits, contain forward-looking statements, including statements regarding the Company's expectations regarding the completion and anticipated proceeds of the Offering. All statements other than statements of historical fact, including statements containing words such as "may," "will," "should," "believes," "expect," "intend," "anticipate," "plan," "estimate," and similar expressions, are forward-looking statements. These forward-looking statements are based upon the Company's current expectations. Such forward-looking statements involve known and unknown risks, uncertainties and other unknown factors that could cause actual results and the timing of events to be materially different from those expressed or implied by such forward-looking statements, including, without limitation, risks and uncertainties related to the Company's business and the satisfaction of the conditions of the closing of the Offering. The forward-looking statements contained herein are also subject to risks and uncertainties that are described in the "Risk Factors" section and elsewhere in the prospectus supplement dated September 19, 2012, the Company's most recent annual report on Form 10-K and the Company's subsequent filings with the Securities and Exchange Commission. The Company does not undertake any obligation to update publicly any forward-looking statements whether as a result of the receipt of new information, future events, or otherwise.
On September 19, 2012, the Company issued a press release announcing the pricing of the Offering. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
(d) Exhibits
1.1 Underwriting Agreement, dated as of September 19, 2012, by and between Ascent Solar Technologies, Inc. and Aegis Capital Corp. as representative of the several underwriters.
5.1 Opinion of Faegre Baker Daniels LLP.
23.1 Consent of Faegre Baker Daniels LLP (included as part of Exhibit 5.1).
99.1 Press Release entitled "Ascent Solar Prices Public Offering of Common Stock - September 19, 2012."
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