Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Amendment No. 3)
Under the Securities Exchange Act of 1934
Ascent
Solar Technologies, Inc.
(Name of Issuer)
Common
Stock, Par Value $0.0001
(Title of Class of Securities)
043635408
(CUSIP Number)
BD 1 Investment Holding, LLC
1675 South State Street, Suite B
Dover, DE 19901
310-266-3528
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
August 16, 2021
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 1(f) or 1(g), check the following box. [ ]
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
(Continued on following pages)
(Page 1 of 8 pages)
SCHEDULE 13D
| CUSIP No. 043635408 | Page 2 of 8 pages |
| 1 | NAMES OF REPORTING PERSONS. BD 1 INVESTMENT HOLDING, LLC |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X] (b) [ ] |
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS (see instructions) WC |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE, USA |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER 99,666,666,672 Common Shares(1) (See Item 5) |
| 8 | SHARED VOTING POWER 0 Common Shares | |
| 9 | SOLE DISPOSITIVE POWER 99,666,666,672 Common Shares(1) (See Item 5) | |
| 10 | SHARED DISPOSITIVE POWER 0 Common Shares |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PARTY 99,666,666,672 Common Shares(1) |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 84.03%(2) |
| 14 | TYPE OF REPORTING PERSON* CO |
(1) On September 25, 2020, BD 1 Investment Holding, LLC (“BD1”) purchased from seven original noteholders unsecured promissory notes issued by the Issuer from January 2017 through May 2020 (“Original Notes”). Certain of the Original Notes were convertible into the Issuer’s Common Shares, subject to provisions limiting the holder’s ability to own more than 4.99% of the outstanding Common Shares. On December 18, 2020, BD1 and the Issuer entered into a securities exchange agreement (the “Exchange Agreement”) pursuant to which the Issuer issued to BD1 two unsecured convertible promissory notes with principal amounts of $10,340,000 (the “First Exchange Note”) and $160,000 (the “Second Exchange Note”) solely in exchange for the Original Notes, without the payment of any additional consideration. On August 16, 2021, BD1 sold and assigned a portion of the First Exchange Note equal to $600,000 in principal amount for a purchase price of $600,000. The Issuer issued to BD1 an unsecured convertible promissory note with principal amount of $9,740,000 replacing the First Exchange Note (the “Replacement Note” and, together with the Second Exchange Note, the “Exchange Notes”). The Exchange Notes are convertible at any time until the Exchange Notes are fully paid into 99,000,000,000 Common Shares at a fixed conversion price equal to $0.0001 per share. The Common Shares have registration rights granted by the Issuer pursuant to the Exchange Agreement.
On August 2, 2021, BD1 and the Issuer entered into a securities purchase agreement (the “Securities Purchase Agreement”) pursuant to which BD1 will purchase from the Issuer an aggregate of 666,666,672 Common Shares for $10,000,000.08, in two tranches: (i) 333,333,336 Common Shares for $5,000,000.04 on or before August 31, 2021 (the “First Tranche”) and (ii) 333,333,336 Common Shares for $5,000,000.04 on or before (x) October 31, 2021 (if the Issuer then has authorized but unissued Common Shares sufficient to issue such shares) or (y) within five business days after the effective date of an increase in the authorized shares (the “Second Tranche”).
(2) Percentage calculated based on 18,945,583,471 Common Shares issued and outstanding as of August 6, 2021, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021, filed on August 9, 2021, 99,000,000,000 Common Shares issuable upon conversion of the Exchange Notes and 666,666,672 Common Shares to be purchased by BD1 from the Issuer in the First Tranche and Second Tranche.
SCHEDULE 13D
| CUSIP No. 043635408 | Page 3 of 8 pages |
| 1 | NAMES OF REPORTING PERSONS. JOHANNES KUHN |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X] (b) [_] |
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS (see instructions) WC |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION GERMANY |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER 99,666,666,672 Common Shares(1) (See Item 5) |
| 8 | SHARED VOTING POWER 0 Common Shares | |
| 9 | SOLE DISPOSITIVE POWER 99,666,666,672 Common Shares(1) (See Item 5) | |
| 10 | SHARED DISPOSITIVE POWER 0 Common Shares |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PARTY
99,666,666,672 Common Shares(1) |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 84.03%(2) |
| 14 | TYPE OF REPORTING PERSON* IN |
(1) Mr. Johannes Kuhn is the 100% beneficial owner of BD1. BD1 holds the Exchange Notes, which are convertible into 99,000,000,000 Common Shares of the Issuer, and BD1 will purchase 666,666,672 Common Shares from the Issuer in the First Tranche and Second Tranche.
(2) Percentage calculated based on 18,945,583,471 Common Shares issued and outstanding as of August 6, 2021, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021, filed on August 9, 2021, 99,000,000,000 Common Shares issuable upon conversion of the Exchange Notes and 666,666,672 Common Shares to be purchased by BD1 from the Issuer in the First Tranche and Second Tranche.
SCHEDULE 13D
| CUSIP No. 043635408 | Page 4 of 8 pages |
| 1 | NAMES OF REPORTING PERSONS. UTE KUHN |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X] (b) [_] |
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS (see instructions) WC |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION GERMANY |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER 99,666,666,672 Common Shares(1) (See Item 5) |
| 8 | SHARED VOTING POWER 0 Common Shares | |
| 9 | SOLE DISPOSITIVE POWER 99,666,666,672 Common Shares(1) (See Item 5) | |
| 10 | SHARED DISPOSITIVE POWER 0 Common Shares |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PARTY 99,666,666,672 Common Shares(1) |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 84.03%(2) |
| 14 | TYPE OF REPORTING PERSON* IN |
(1) Mrs. Ute Kuhn is the 100% beneficial owner of BD1. BD1 holds the Exchange Notes, which are convertible into 99,000,000,000 Common Shares of the Issuer, and BD1 will purchase 666,666,672 Common Shares from the Issuer in the First Tranche and Second Tranche.
(2) Percentage calculated based on 18,945,583,471 Common Shares issued and outstanding as of August 6, 2021, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021, filed on August 9, 2021, 99,000,000,000 Common Shares issuable upon conversion of the Exchange Notes and 666,666,672 Common Shares to be purchased by BD1 from the Issuer in the First Tranche and Second Tranche.
SCHEDULE 13D
| CUSIP No. 043635408 | Page 5 of 8 pages |
Background. The undersigned hereby file this Amendment No.3 (the “Amendment”) to the Schedule 13D filed by BD 1 Investment Holding, LLC, a Delaware limited liability company (“BD1”), Mr. Johannes Kuhn, a citizen of Germany, and Mrs. Ute Kuhn, a citizen of Germany and the spouse of Mr. Kuhn (together, the “Reporting Persons”), on December 29, 2020, as amended by Amendment No. 1 to the Schedule 13D filed by the Reporting Persons on March 3, 2021 and Amendment No. 2 to the Schedule 13D filed by the Reporting Persons on August 6, 2021 (“Schedule 13D”). Only those Items amended below are reported herein.
| Item 3. | Source and Amount of Funds or Other Consideration. |
Item 3 is amended and restated in its entirety as follows as of the date of this Amendment:
On September 25, 2020, BD1 purchased from seven original noteholders unsecured promissory notes issued by the Issuer from January 2017 through May 2020 (“Original Notes”). Certain of the Original Notes were convertible into the Issuer’s Common Shares, subject to provisions limiting the holder’s ability to own more than 4.99% of the outstanding Common Shares. On December 18, 2020, BD1 and the Issuer entered into a securities exchange agreement (the “Exchange Agreement”) pursuant to which the Issuer issued to BD1 two unsecured convertible promissory notes with principal amounts of $10,340,000 (the “First Exchange Note”) and $160,000 (the “Second Exchange Note”) solely in exchange for the Original Notes, without the payment of any additional consideration. On August 16, 2021, BD1 sold and assigned a portion of the First Exchange Note equal to $600,000 in principal amount for a purchase price of $600,000. The Issuer issued to BD1 an unsecured convertible promissory note with principal amount of $9,740,000 replacing the First Exchange Note (the “Replacement Note” and, together with the Second Exchange Note, the “Exchange Notes”). The Exchange Notes will mature on December 18, 2025. BD1 has the option to convert all or a portion of the amounts outstanding under the Exchange Notes into Common Shares at a conversion price of $0.0001 per share. BD1 has not converted any portion of the Exchange Notes.
On August 2, 2021, BD1 and the Issuer entered into a securities purchase agreement (the “Securities Purchase Agreement”) pursuant to which BD1 will purchase from the Issuer an aggregate of 666,666,672 Common Shares for $10,000,000.08, in two tranches: (i) 333,333,336 Common Shares for $5,000,000.04 on or before August 31, 2021 (the “First Tranche”) and (ii) 333,333,336 Common Shares for $5,000,000.04 on or before (x) October 31, 2021 (if the Issuer then has authorized but unissued Common Shares sufficient to issue such shares) or (y) within five business days after the effective date of an increase in the authorized shares (the “Second Tranche”).
SCHEDULE 13D
| CUSIP No. 043635408 | Page 6 of 8 pages |
The source of funds used by BD1 to acquire the Original Notes was, and the source of funds to be used by BD1 to acquire the Common Shares from the Issuer in the First Tranche and Second Tranche will be, its working capital, provided, or to be provided, indirectly by Mr. and Mrs. Kuhn through BD Vermögensverwaltung GmbH, a German limited liability company. BD1 is 100% owned by BD Vermögensverwaltung GmbH; BD Vermögensverwaltung GmbH is 100% owned by Solar Invest International SE, a European company with its registered office in Luxembourg; Mr. and Mrs. Kuhn are the beneficial owners and members of the board of directors of Solar Invest International SE.
The information set forth in or incorporated by reference in Item 5 of this Schedule 13D/A is incorporated by reference in its entirety into this Item 3.
| Item 4. | Purpose of Transaction. |
Item 4 is amended and restated in its entirety as follows as of the date of this Amendment:
The information set forth in or incorporated by reference in Item 3 of this Schedule 13D is incorporated by reference in its entirety into this Item 4.
The Reporting Persons purchased the Original Notes based on the Reporting Persons’ belief that the Common Shares, when received upon conversion of the Exchange Notes, represented an attractive investment opportunity. The Reporting Persons sold and assigned a portion of the First Exchange Note equal to $600,000 in principal amount for a purchase price of $600,000 for liquidity purposes.
As of the dates of this Schedule 13D and except as set forth herein, the Reporting Persons have no plans, proposals or negotiations that relate to or would result in any of the matters set forth within (a) through (j) of Item 4 of Schedule 13D, except that the Reporting Persons understand that the Issuer is considering a reverse stock split on its Common Shares. The Reporting Persons intend to review their investment in the Issuer on a continuing basis and, depending on various factors including, without limitation, the Issuer’s financial position, the price levels of the outstanding Common Shares, conditions in the securities market and general economic and industry conditions, the Reporting Persons may, in the future, take such actions with respect to the Common Shares owned by them including, without limitation, engaging in communications with management and the Board of the Issuer, engaging in discussions with stockholders of the Issuer or other third parties about the Issuer and the Reporting Persons’ investment, making recommendations or proposals to the Issuer concerning changes to the capitalization, ownership structure, board structure (including board composition), purchasing additional Common Shares, selling some or all of their Common Shares, or taking any other action with respect to the Issuer or any of its securities in any manner permitted by law or otherwise changing its intention with respect to any and all matters referred to in paragraphs (a) through (j) of Item 4.
| Item 5. | Interest in Securities of the Issuer. |
Item 5 is amended and restated in its entirety as follows as of the date of this Amendment:
(a)-(b) The following information with respect to the ownership of Common Shares by the Reporting Persons filing this statement on Schedule 13D/A is provided as of the date of this filing:
| Reporting Persons | Common Shares Held Directly | Shared Voting Power | Shared Dispositive Power | Beneficial Ownership | Percentage Owned(1) | |||||||||||||||
| BD 1 Investment Holding, LLC | 99,666,666,672 | 0 | 0 | 99,666,666,672 | 84.03 | % | ||||||||||||||
| Johannes Kuhn | 99,666,666,672 | 0 | &# xA0; | 0 | 99,666,666,672 | 84.03 | % | |||||||||||||
| Ute Kuhn | 99,666,666,672 | 0 | 0 | 99,666,666,672 | 84.03 | % | ||||||||||||||
(1) Percentage calculated based on 18,945,583,471 Common Shares issued and outstanding as of August 6, 2021, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021, filed on August 9, 2021, 99,000,000,000 Common Shares issuable upon conversion of the Exchange Notes and 666,666,672 Common Shares to be purchased by BD1 from the Issuer in the First Tranche and Second Tranche.
(c) Except as set forth in this Schedule 13D/A, to the knowledge of the Reporting Persons with respect to the persons named in response to Item 5(a)-(b), none of the persons named in response to Item 5(a)-(b) has effected any transactions in the Common Shares during the past 60 days.
(d) Except as disclosed in this Schedule 13D/A, no person is known to the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any Common Shares except for Crowdex Investment, LLC and TubeSolar AG.
(e) Not applicable.
| Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. |
Item 6 is amended and restated in its entirety as follows as of the date of this Amendment:
BD1 is 100% owned by BD Vermögensverwaltung GmbH; BD Vermögensverwaltung GmbH is 100% owned by Solar Invest International SE, a European company with its registered office in Luxembourg; Mr. and Mrs. Kuhn are the beneficial owners and members of the board of directors of Solar Invest International SE.
The Exchange Agreement, the Exchange Notes and the Securities Purchase Agreement, which are incorporated herein by reference.
SCHEDULE 13D
| CUSIP No. 043635408 | Page 7 of 8 pages | |
| Item 7. | Materials to be Filed as Exhibits. |
Item 7 is amended and restated in its entirety as follows as of the date of this Amendment:
Exhibit 99.1 Joint Filing Agreement among the Reporting Persons(1)
Exhibit 99.2 Exchange Agreement between BD 1 Investment Holding, LLC and the Issuer dated December 18, 2020(2)
Exhibit 99.3 Unsecured Convertible Promissory Note ($9,740,000) of the Issuer dated August 16, 2021
Exhibit 99.5 Power of Attorney for Johannes Kuhn(2)
Exhibit 99.6 Power of Attorney for Ute Kuhn(1)
(1) Previously filed with the Schedule 13D/A on March 3, 2021 and incorporated by reference
(2) Previously filed with the Schedule 13D on December 29, 2020 and incorporated by reference
(3) Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Issuer on August 5, 2021
SCHEDULE 13D
| CUSIP No. 043635408 | Page 8 of 8 pages |
SIGNATURE
After reasonable inquiry, to the best of my knowledge and belief, I certify that the information set forth in this Schedule 13D/A is true, complete and correct.
| Date: August 20, 2021 | BD 1 INVESTMENT HOLDING, LLC | |
| By: | /s/ Todd Steadman | |
Name: Title: |
Todd Steadman Manager | |
| Date: August 20, 2021 | /s/ Todd Steadman, attorney-in-fact |
| Johannes Kuhn |
| Date: August 20, 2021 | /s/ Todd Steadman, attorney-in-fact |
| Ute Kuhn |