Ascent Solar Technologies, Inc.

Item 1A. Risk Factors

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, 2023. 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, 2023.

As long as our executive officers, board members and advisory board members, in the aggregate, maintain their current holdings of our equity securities, they will be able to significantly influence all matters requiring stockholder approval. 

Upon completion of the Series 1C Preferred Stock funding, executive officers, directors, and advisory board members hold an aggregate of approximately 1,900 shares of Series 1C Preferred Stock. The Series 1C Preferred Stock is entitled to vote along with our common stock on an as-converted to common basis. The shares of Series 1C Preferred Stock owned by such executive officers, directors and advisors (after giving effect to the 4.99% maximum percentage conversion limitations described above) would be entitled to cast, in the aggregate, approximately 15% votes on any matter to be considered by stockholders for approval at any meeting of stockholders of the Company (or by written consent of stockholders in lieu of meeting), based upon approximately 1,324,804 shares of common stock currently outstanding. These executive officers, directors, and advisors, therefore, will, for the foreseeable future, have significant influence over our management and affairs, and will be able to significantly influence all matters requiring stockholder approval, including the election of directors and significant corporate transactions such as mergers or sales of our Company or assets. 

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.

Nasdaq Listing Status

Nasdaq Bid Price Notice

On December 11, As previously disclosed, during 2023, the Company received a written notice (the Notice) from the Listing Qualifications Department of The Nasdaq Stock Market (Nasdaq) indicating that the Company is not in  and 2024 we were not in compliance with (x) the $1.00 Mminimum Bbid Pprice requirement set forth in Nasdaq Listing Rule 5550(a)(2) for continued listing on The Nasdaq Capital Market (the Bid Price Requirement).

The Notice does not result in the immediate delisting of the Companys common stock from The  and (y) Nasdaq Capital Market.

The Nasdaq Listing Rules require listed securities to maintain a minimum bid price of $1.00 per share and, based upon the closing bid price of the Companys common stock for the 30 consecutive business days for the period October 27 through December 8, 2023, the Company no longer meets this re 5550(b)(1) which requirement.

The Notice indicated that the Company will be provided 180 calendar days (or June 10, 2024) in which to regain compliance. If at any time during this 180 calendar day period the bid price of the Companys common stock closes at or above $1.00 per share for a minimum of ten consecutive business days, the s companies listed on Nasdaq staff (the Staff) will provide the Company with a written confirmation of compliance and the matter will be closed.

Alternatively, if the Company fails to regain compliance with Rule 5550(a)(2) prior to the expiration of the initial 180 calendar day period, the Company may be eligible for an additional 180 calendar day compliance period, provided (i) it meets the continued listing reto maintain a minimum of $2,500,000 in stockholders equirementty for market value of publicly held shares and all other applicable requirements for initial lcontinued listing on The Nasdaq Capital Market (except for t(the Bid Price ReEquirement) and (ii) it provides written notice to Nasdaq of its 

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intention to cure this deficiencty during the second compliance period by effecting a reverse stock split, if necessaryRule). In the event the Company does not regain compliance with Rule 5550(a)(2) prior to the expiration of the initial 180 calendar day period, and if it appears to tSeptember 2024, the Staff that the Company will not be able to cure the deficiency, or if the Company is not otherwise eligible, the Staff will provide the Company with wreceived written notification that its securities are subject to delisting ce from The Nasdaq Capital Market. At that time, the Company may appeal the delisting determination to a Hearings Panel.

The Company did not evidence compliance with the Bid Price Requirement by June 10, 2024 and was not eligible for a second grace period under the Nasdaq Listing Rules. Accordingly, on June 11, 2024, indicating that the Company received formal notice from Nasdaq that the deficiency could serve as an additional basis for delisting.

At a hearing before the Nasdaq Hearings Panel on May 9, 2024, the Company addressed its plan to evidence chad regained compliance with both (i) the Nasdaq stockholders equity continued listing requirement (the Equity Requirement), and (ii) the the Bid Price Requirement.

By decision dated June 5, 2024, the Panel grante and the Companys request for continued listing on Nasdaq subject to tEquity Rule. The Company demonstrating compliance with awill applicable criteria for continued listing on The Nasdaq Capital Market by August 22, 2024.

The Company intends to monitor the closing bid price of its common stock and is considering its options to regain compliance with the Bid Price Requirement on or before August 22, 2024. There are no assurances that the Company will be able to regain compliance with the Bid Price Requirement.

be subject to a one year Nasdaq Stockholder Equity Requirement

Nasdaq Listing Rule 5550(b)(1) requires companies listed on Nasdaq to maintain a minimum of $2,500,000 in stockholders equity for continued listing (the Equity Rule). On March 5, 2024, thPanel Monitor. The Company received notice from the Staff stating that the Company is not in compliance with the Equity Rule, as, the Company reported stockholders equity of $(1,526,611) in its Form 10-K for the year ended December 31, 2023. 

As a result, the Staff determined to delist the Companys Common Stock from Nasdaq, unless the Company timely requested an appeal of the Staffs determination to a Hearings Panel (the Panel), pursuant to the procedures set forth in the Nasdaq Listing Rule 5800 Series.

In our quarterly report on Form 10-Q for the period ended March 31, 2024, the Company reporteintends to monitor its bid price and stockholders' equity of $(2,550,139).

The Company had a hearing on May 9, 2024 before the Panel to appeal the delisting notice and to address coto remain in compliance with the Equity Rule. By decision dated June 5, 2024, the Panel granted the Companys request for continued applicable listing on Nasdaq subject to the Company demonstrating compliance with the Erequity Rule with the filing of this Form 10-Q. In our quarterly report on Form 10-Q for the period ended June 30, 2024, the Company reported stockholders equity of $4,152,680.rements.