UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2026
or
☐
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Transition Period from to
Commission File No. 001-32919
Ascent Solar Technologies, Inc.
(Exact name of registrant as specified in its charter)
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)
Registrant’s telephone number including area code: 720-872-5000
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of exchange on which registered
Common
ASTI
Nasdaq Capital Markets
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:
Large accelerated filer
Accelerated filer
Non-accelerated filer
Smaller reporting company
Emerging growth company
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 May 8, 2026, there were 9,461,887 shares of our common stock issued and outstanding.
ASCENT SOLAR TECHNOLOGIES, INC.
Quarterly Report on Form 10-Q
For the Period Ended March 31, 2026
Table of Contents
PART I. FINANCIAL INFORMATION
Item 1.
Unaudited Condensed Financial Statements
1
Unaudited Condensed Balance Sheets - as of March 31, 2026 and December 31, 2025
Unaudited Condensed Statements of Operations and Comprehensive Income - For the Three Months Ended March 31, 2026 and 2025
2
Unaudited Condensed Statements of Changes in Stockholders’ Equity (Deficit) - For the Three Months Ended March 31, 2026 and 2025
3
Unaudited Condensed Statements of Cash Flow - For the Three Months Ended March 31, 2026 and 2025
5
Notes to the Unaudited Condensed Financial Statements
6
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
15
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
19
Item 4.
Controls and Procedures
PART II. OTHER INFORMATION
20
Legal Proceedings
Item 1A.
Risk Factors
Unregistered Sales of Equity Securities and Use of Proceeds
Defaults Upon Senior Securities
Mine Safety Disclosures
Item 5.
Other Information
Item 6.
Exhibits
21
SIGNATURES
25
FORWARD-LOOKING STATEMENTS
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.
Item 1. Condensed Financial Statements
CONDENSED BALANCE SHEETS
(unaudited)
March 31,
December 31,
2026
2025
ASSETS
Current Assets:
Cash and cash equivalents
$
16,072,394
2,786,493
Trade receivables, net of allowance of $0 and $0, respectively
8,301
-
Inventories, net
564,710
543,617
Prepaid and other current assets
135,067
54,569
Total current assets
16,780,472
3,384,679
Property, Plant and Equipment:
19,059,301
19,132,627
Accumulated depreciation
(18,890,351
)
(18,942,542
Property, Plant and Equipment, net
168,950
190,085
Other Assets:
Operating lease right-of-use assets, net
1,184,275
1,332,432
Patents, net of accumulated amortization of $141,531 and $141,189 respectively
8,789
9,131
Equity method investment
65,925
69,221
Other investment
275,000
75,000
Other non-current assets
1,271,355
2,805,344
2,757,139
Total Assets
19,754,766
6,331,903
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts payable
479,639
394,701
Related party payables
11,538
5,769
Accrued expenses
214,135
240,857
Accrued payroll
312,025
211,275
Accrued professional services fees
55,087
62,039
Accrued interest
626,566
614,541
Current portion of operating lease liability
703,278
676,595
Total current liabilities
2,402,268
2,205,777
Long-Term Liabilities:
Non-current operating lease liabilities
599,942
788,277
Total liabilities
3,002,210
2,994,054
Commitments and contingencies (Note 12)
Stockholders’ Equity:
Series A preferred stock, $.0001 par value; 750,000 shares authorized; 48,100 and 48,100 shares issued and outstanding, respectively ($1,008,764 and $996,739 Liquidation Preference, respectively)
Series 1C preferred stock, $.0001 par value; 4,000 shares authorized; 726 and 726 shares issued and outstanding, respectively ($921,360 and $898,895 Liquidation Preference, respectively)
Common stock, $0.0001 par value, 200,000,000 authorized; 9,461,887 and 4,662,208 shares issued and outstanding, respectively
946
466
Additional paid in capital
518,359,089
502,766,029
Accumulated deficit
(501,618,627
(499,441,465
Accumulated other comprehensive loss
11,143
12,814
Total stockholders’ equity
16,752,556
3,337,849
Total Liabilities and Stockholders’ Equity
The accompanying notes are an integral part of these unaudited condensed financial statements.
CONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
Three Months Ended March 31,
Revenues
Products
28,944
15,624
Milestone and engineering
23,000
Total Revenues
51,944
Costs and Expenses
Costs of revenue
70,737
24,115
Research, development and manufacturing operations
694,221
558,744
Selling, general and administrative
1,440,474
950,771
Share-based compensation
87,486
211,513
Depreciation and amortization
21,477
16,911
Total Costs and Expenses
2,314,395
1,762,054
Loss from Operations
(2,262,451
(1,746,430
Other Income/(Expense)
Other income/(expense), net
98,939
87,385
Interest expense
(12,025
(15,251
Total Other Income/(Expense)
86,914
72,134
Income/(Loss) on Equity Method Investments
(1,625
Net Income/(Loss)
(2,177,162
(1,674,296
Less: Series 1C preferred stock dividends
(20,429
(53,068
Net Income Available to Common Shareholders
(2,197,591
(1,727,364
Net Income/(Loss) Per Share (Basic and Diluted)
(0.27
(1.13
Weighted Average Common Shares Outstanding (Basic and Diluted)
7,969,478
1,487,291
Other Comprehensive Income/(Loss)
Foreign currency translation gain/(loss)
(1,671
2,498
Net Comprehensive Income/(Loss)
(2,178,833
(1,671,798
CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)
For the Three Months Ended March 31, 2026
Series APreferred Stock
Series 1CPreferred Stock
Common Stock
AdditionalPaid-In
Accumulated
Other Accumulated Comprehensive
TotalStockholders’
Shares
Amount
Capital
Deficit
Income (Loss)
Equity
Balance at January 1, 2026
48,100
726
4,662,208
Proceeds from private offering
Common stock (1/26 @ $2.64)
454,546
45
1,200,714
1,200,759
Prefunded warrants (1/26 @ $2.64)
3,602,201
Series A warrants (1/26 @ $2.13)
3,878,986
Series B warrants (1/26 @ $0.72)
1,317,977
Private offering costs
(799,284
Exercise of prefunded warrants
1,420,047
142
(44
98
Exercise of warrants
2,923,417
293
6,706,378
6,706,671
Exercised PIPE warrants cost (Note 10)
(401,267
1,669
87,399
Net Loss
Foreign Currency Translation Adjustment
Balance at March, 31, 2026
9,461,887
For the Three Months Ended March 31, 2025
Balance at January 1, 2025
815
1,454,896
145
494,983,561
(491,608,710
4,922
3,379,923
Proceeds from sale on ATM facility
249,262
26
680,837
680,863
ATM facility costs
(22,943
1,819
211,273
Balance at March, 31, 2025
1,705,977
171
495,852,728
(493,283,006
7,420
2,577,318
4
CONDENSED STATEMENTS OF CASH FLOWS
For the Three Months Ended
Operating Activities:
Net income/(loss)
Adjustments to reconcile net income (loss) to cash used in operating activities:
Operating lease asset amortization
148,157
130,579
Amortization of debt discount
—
2,780
Loss on equity method investment
1,625
Inventory reserve expense
6,626
(82
Gain on settlement of liabilities, net
(35,039
Changes in operating assets and liabilities:
Accounts Receivable
(8,301
Inventories
(27,719
3,387
Prepaid expenses and other current assets
(80,498
(89,308
84,938
(1,251
Related party payable
Operating lease liabilities
(161,652
(138,132
12,025
67,076
5,354
Net cash used in operating activities
(2,020,240
(1,550,030
Investing Activities:
Payments on purchase of assets
(483
Contributions to cost investment
(200,000
Net cash used in investing activities
Financing Activities:
Repayment of bridge loans
(22,335
Proceeds from issuance of Common Stock
9,999,923
Financing issuance cost
6,706,769
Exercised PIPE warrants cost
Net cash provided by (used in) financing activities
15,506,141
635,585
Net change in cash and cash equivalents
13,285,901
(914,928
Cash and cash equivalents at beginning of period
3,170,743
Cash and cash equivalents at end of period
2,255,815
Supplemental disclosure of cash flow information:
Cash paid during the year for:
Interest
446
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
NOTE 1. ORGANIZATION
Ascent Solar Technologies, Inc. (the “Company") is focusing on integrating its photovoltaic ("PV") products into scalable and high value markets such as space power beaming, aerospace, satellites, near earth orbiting vehicles, fixed wing unmanned aerial vehicles (“UAV”), aquatic, terrestrial, and other weight-sensitive markets (including DoD drone and space operations). The value proposition of Ascent’s proprietary solar technology not only aligns with the needs of customers in these industries, 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 satellites, spacecraft, airships and fixed-wing UAVs. Ascent sees significant overlap of the needs of end users across some of these industries and can achieve economies of scale in sourcing, development, and production in commercializing products for these customers.
NOTE 2. BASIS OF PRESENTATION
The accompanying, unaudited, condensed financial statements have been derived from the accounting records of the Company as of March 31, 2026, and December 31, 2025, and the results of operations for the three months ended March 31, 2026, and 2025.
The accompanying, unaudited, condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, these interim financial statements do not include all of the information and footnotes typically found in U.S. GAAP audited annual financial statements. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair statement have been included. The unaudited Condensed Balance Sheet at December 31, 2025, has been derived from the audited financial statements as of that date but does not include all of the information and footnotes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. These unaudited condensed financial statements and notes should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Operating results for the three months ended March 31, 2026, are not necessarily indicative of the results that may be expected for the year ending December 31, 2026.
NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The Company’s significant accounting policies were described in Note 2 to the audited financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. There have been no significant changes to our accounting policies as of March 31, 2026.
Revenue Recognition:
Product revenue. The Company recognizes revenue for the sale of PV modules sales at a point in time following the transfer of control of such products to the customer, which typically occurs upon shipment or delivery depending on the terms of the underlying contracts. For product sales contracts that contain multiple performance obligations, the Company allocates the transaction price to each performance obligation identified in the contract based on relative standalone selling prices, or estimates of such prices, and recognize the related revenue as control of each individual product is transferred to the customer.
During the three months ended March 31, 2026 and 2025, the Company recognized product revenue of $28,944 and $15,624, respectively.
Milestone and engineering revenue. Each milestone and engineering arrangement is a separate performance obligation. The transaction price is estimated using the most likely amount method and revenue is recognized as the performance obligation is satisfied through achieving manufacturing, cost, or engineering targets. During the three months ended March 31, 2026 and 2025, the Company recognized milestone and engineering revenue of $23,000 and $0, respectively.
Government contracts revenue. Revenue from government research and development contracts is generated under terms that are cost plus fee or firm fixed price. The Company generally recognizes this revenue over time using cost-based input methods, which recognizes revenue and gross profit as work is performed based on the relationship between actual costs incurred compared to the total estimated costs of the contract. In applying cost-based input methods of revenue recognition, the Company uses the actual costs incurred relative to the total estimated costs to determine our progress towards contract completion and to calculate the corresponding amount of revenue to recognize.
Cost based input methods of revenue recognition are considered a faithful depiction of the Company’s efforts to satisfy long-term government research and development contracts and therefore reflect the performance obligations under such contracts. Costs incurred that do not contribute to satisfying the Company’s performance obligations are excluded from the input methods of revenue recognition as the amounts are not reflective of transferring control under the contract. Costs incurred towards contract completion may include direct costs plus allowable indirect costs and an allocable portion of the fixed fee. If actual and estimated costs to complete a contract indicate a loss, provision is made currently for the loss anticipated on the contract.
No government contract revenue was recognized during the three months ended March 31, 2026 and 2025.
Accounts Receivable. As of March 31, 2026, the Company had $8,301 in accounts receivable, net and no allowance for doubtful accounts. The Company had no accounts receivable, net balance and no allowance for doubtful accounts as of December 31, 2025.
Deferred revenue for the three months ended March 31, 2026 was as follows:
Balance as of January 1, 2026
59,833
Additions
28,335
Recognized as revenue
(43,643
Balance as of March 31, 2026
44,525
$31,998 of the amount recognized as revenue from deferred revenue was included in deferred revenue as of December 31, 2025.
Other Investment: The Company accounts for its investments without a readily determinable fair value that does not qualify for measurement at net asset value as a practical expedient at its cost minus impairment, if any. If the Company identifies observable price changes in orderly transactions for the identical or a similar investment of the same issuer, the Company will measure the equity security at fair value as of the date that the observable transaction occurred. The Company reassesses at each reporting period whether the equity investment without a readily determinable fair value continues to qualify to be measured at cost.
As of March 31, 2026, the Company invested $275,000 in a company without a readily determinable value.
Other Assets: Other non-current assets is comprised of the following:
Lease security deposit
625,000
Spare machine parts
646,355
Total Other Assets
Earnings per Share: Earnings per share (“EPS”) are the amount of earnings attributable to each share of common stock. Basic EPS has been computed by dividing income available to common stockholders by the weighted-average number of common shares outstanding during the period. Income available to common stockholders has been computed by deducting dividends accumulated for the period on cumulative preferred stock (whether or not earned). Diluted earnings per share has been computed by dividing income available to common stockholders adjusted on an if-converted basis for the period by the weighted average number of common shares and potentially dilutive common share outstanding (which consist of warrants, options, restricted stock units and convertible securities using the if-converted or treasury stock method to the extent they are dilutive). Approximately 3,478,000 and 270,000 shares of dilutive shares were excluded from the three months period ended March 31, 2026 and 2025, respectively, EPS calculation as their impact is antidilutive.
7
Segment Reporting: The Company has one reportable segment, PV. The PV segment sells PV products and engineering services and currently, is primarily selling it in North America. The Company’s chief operating decision maker (“CODM”), who is the Company’s Chief Executive Officer, makes significant operating decisions and assesses the performance of the Company as a single business segment.
The CODM regularly reviews the Company’s company wide Balance Sheet and Statement of Operations to determine how to allocate resources within the Company. The CODM assesses performance and decides how to allocate resources based on Net Income that also is reported on the Statement of Operations and reviews significant expenses as outlined in the Statement of Operations. The CODM uses Net Income to evaluate how to reinvest profits into the PV segment assets, research and development, employees, and other resources. The measure of segment assets is reported on the unaudited condensed Balance Sheet as total assets.
Recently Issued Accounting Policies
In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures ("ASU 2024-03"). ASU 2024-03 requires disaggregated disclosure of income statement expenses for public business entities. The ASU does not change the expense captions an entity presents on the face of the income statement; rather, it requires disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the financial statements. ASU 2024-03 is effective for public entities for annual periods beginning after December 15, 2026 and interim periods within annual reporting periods beginning after December 15, 2027. Entities are permitted to early adopt and can elect to adopt prospectively or retrospectively. Management is evaluating the impact of this ASU on the Company's financial statements.
In December 2025, the FASB issued ASU 2025-11, Government Grants–Accounting for Government Grants Received by Business Entities ("ASU 2025-11"). ASU 2025-11 established accounting for a government grant received by a business entity, including guidance for (1) a grant related to an asset and (2) a grant related to income. ASU 2025-11 is effective for public entities for annual periods beginning after December 15, 2028 and interim reporting periods within those annual reporting periods. Entities are permitted to early adopt and can elect to adopt using a modified prospective, a modified retrospective, or a retrospective approach. Management is evaluating the impact of this ASU on the Company's financial statements.
NOTE 4. LIQUIDITY, CONTINUED OPERATIONS, AND GOING CONCERN
The Company continued to enter into financing arrangements including the sale of common stock and warrants during the three months ended March 31, 2026, to fund operations.
The Company has limited industrial scale production capabilities in its Thornton facility and continues to focus on its research and development activities to improve its PV products. The Company does not expect that sales revenue and cash flows will be sufficient to support operations and cash requirements until it has fully implemented our strategy of focusing on selling high value PV products and manufacturing at full industrial scale. During the three months ended March 31, 2026, the Company used $2,020,240 in cash for operations. As of March 31, 2026, the Company had $2,402,268 in current liabilities.
Additionally, projected revenues are not anticipated to result in a positive cash flow position for the year 2025 overall and, although the Company has, as of March 31, 2026, working capital of $14,378,204, Management believes that additional financing will be required for the Company to reach a level of sufficient sales to achieve profitability.
The Company continues to accelerate sales and marketing efforts related to its specialty PV application strategies through expansion of its sales and distribution channels. The Company also continues activities to secure additional funding through strategic or financial investors, but there is no assurance the Company will be able 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 substantial 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 financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.
8
NOTE 5. PROPERTY, PLANT AND EQUIPMENT
The following table summarizes property, plant and equipment as of March 31, 2026 and December 31, 2025:
As ofMarch 31,
As ofDecember 31,
Furniture, fixtures, computer hardware and computer software
418,884
492,210
Leasehold improvements
15,994
Manufacturing machinery and equipment
18,592,336
Manufacturing machinery and equipment, in progress
32,087
Total property, plant and equipment
Less: Accumulated depreciation and amortization
Net property, plant and equipment
Depreciation expense for the three months ended March 31, 2026 and 2025 was $21,135 and $16,726, respectively. Depreciation expense is recorded under “Depreciation and amortization expense” in the unaudited Condensed Statements of Operations.
NOTE 6. OPERATING LEASE
The Company’s lease is primarily comprised of manufacturing and office space. This lease is classified and accounted for as an operating lease. The building lease term is for 88 months commencing on September 21, 2020 at a rent of $50,000 per month including taxes, insurance and common area maintenance until December 31, 2020. Beginning January 1, 2021, the rent adjusted to $80,000 per month on a triple net basis and shall increase at an annual rate of 3% per annum until December 31, 2027.
Effective September 1, 2023, the lease was amended to reduce the rentable square feet from approximately 100,000 to approximately 75,000 square feet and the rent and tenant share of expenses were decreased in proportion to the reduction in the rentable square feet.
As of March 31, 2026 and December 31, 2025, assets and liabilities related to the Company’s leases were as follows:
Non-current portion of operating lease liability
During the three months ended March 31, 2026 and 2025, the Company recorded operating lease expense included in selling, general and administrative expenses of $190,497 and $190,497, respectively.
Future maturities of the operating lease liability are as follows:
Remainder of 2026
611,977
2027
840,449
Total lease payments
1,452,426
Less amounts representing interest
(149,206
Present value of lease liability
1,303,220
The remaining weighted average lease term and discount rate of the operating leases is 21 months and 12.0%, respectively.
9
NOTE 7. INVENTORIES
Inventories, net of reserves, consisted of the following at March 31, 2026 and December 31, 2025:
Raw materials
561,414
542,144
Work in process
3,296
1,473
Finished goods
Total
NOTE 8. SERIES A PREFERRED STOCK
Holders of Series A Preferred Stock are entitled to cumulative dividends at a rate of 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% 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.
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 $23.2 billion, 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 per share, plus any accrued and unpaid dividends, plus the make-whole amount (if applicable). At March 31, 2026, 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 March 31, 2026, there were 48,100 shares of Series A Preferred Stock outstanding and accrued and unpaid dividends of $623,964.
NOTE 9. SERIES 1C PREFERRED STOCK
On October 17, 2024, the Company entered into a securities purchase agreement with accredited investors for a convertible preferred stock financing for approximately $1.9 million of gross proceeds to issue approximately 1,900 shares of Series 1C convertible preferred stock (“Series 1C Preferred Stock”) at a purchase price of $1,000 per share. Approximately 69% of these securities are held by officers, directors and advisory board members of the Company.
Holders of the Series 1C Preferred Stock are entitled to dividends on the per share stated value in the amount of 10% per annum, payable quarterly. The dividend rate increases to 15% if any of the Series 1C Preferred Stock remains outstanding on or after October 17, 2027. Unless the Company elects to pay dividends on the Series 1C Preferred Stock in cash, the Company will cumulate the dividends, in which case the accrued dividend amount shall be added to the stated value of each share of Series 1C Preferred Stock. The Company had accrued dividends of $111,607 as of March 31, 2026. The stated value was approximately $838,000 as of March 31, 2026.
The Series 1C Preferred Stock is convertible into common stock at the option of the holder at an initial fixed conversion price of $2.50 per share of common stock; however, the holder may not convert any portion to the extent that the holder would beneficially own more than 4.99% of the Company's outstanding shares of Common Stock outstanding immediately after giving effect to the conversion.
10
If at any time the closing sale price of the Company’s common stock equals at least 300% of the conversion price for the most recent 20 consecutive trading days, the Company shall have the right to redeem all, but not less than all, of the Series 1C Preferred Stock then outstanding in cash at a price equal to 110% of the stated value of the shares being redeemed.
Upon our liquidation, dissolution or winding up, holders of Series 1C Preferred Stock shall be entitled to receive in cash out of the assets of the Company, before any amount shall be paid to the holders of any of shares of common stock, an amount per share of Series 1C Preferred Stock equal to the greater of (A) 110% of the stated value of such preferred share and (B) the amount per share such holder would receive if such holder converted such preferred share into common stock immediately prior to the date of such payment.
On any matter presented to the stockholders of the Company for their action or consideration at any meeting of stockholders of the Company (or by written consent of stockholders in lieu of meeting), each holder of outstanding shares of Series 1C Preferred Stock shall be entitled to cast the number of votes equal to the number of whole shares of common stock into which the outstanding shares of Series 1C Preferred Stock held by such holder are convertible as of the record date (but only after giving effect to the maximum percentage conversion limitations referred to above). Except as provided by law or by the other provisions of the Series 1C Preferred Stock, holders of Series 1C Preferred Stock shall vote together with the holders of common stock as a single class and on an as-converted to common stock basis.
NOTE 10. STOCKHOLDERS’ EQUITY
At March 31, 2026, the Company had 200 million shares of common stock, $0.0001 par value (“Common Stock”), authorized for issuance. Each share of Common Stock has the right to one vote. As of March 31, 2026, the Company had 9,461,887 shares of Common Stock outstanding. The Company has not declared or paid any dividends related to the Common Stock during the three months ended March 31, 2026 and 2025.
Private Offering
On January 23, 2026, the Company entered into a securities purchase agreement (the “2026 PIPE Purchase Agreement”) with certain institutional and accredited investors (the “2026 PIPE Investors”) for the issuance and sale in a private placement (the “2026 Private Placement”) of (i) 454,546 shares of the Company’s common stock, (ii) pre-funded warrants (“2026 PIPE Pre-Funded Warrants”) to purchase up to 1,363,636 shares of common stock, at an exercise price of $0.0001 per share, (iii) Series A warrants (the “2026 Series A Warrants”) to purchase up to 1,818,182 shares of common stock at an exercise price of $5.50 per share, and (iv) Series B warrants (the “2026 Series B Warrants” and, together with the 2026 Series A Warrants, the “2026 PIPE Warrants”) to purchase up to 909,091 shares of common stock at an exercise price of $5.50 per share. The purchase price per share of common stock and accompanying 2026 PIPE Warrants was $5.50 and the purchase price per 2026 PIPE Pre-Funded Warrant and accompanying 2026 PIPE Warrants was $5.4999.
The 2026 PIPE Warrants have an exercise price of $5.50 per share and are exercisable immediately upon issuance. The 2026 PIPE Series A Warrants have a term of exercise equal to five (5) years following the effective date of a registration statement and the 2026 PIPE Series B Warrants have a term of exercise equal to eighteen (18) months following the effective date of a registration statement.
The 2026 PIPE Pre-Funded Warrants are exercisable immediately, may be exercised at any time until all of the 2026 PIPE Pre-Funded Warrants are exercised in full, and have an exercise price of $0.0001 per share.
A holder of the 2026 PIPE Pre-Funded Warrants and 2026 PIPE Warrants may not exercise any portion of such holder’s 2026 PIPE Pre-Funded Warrants or 2026 PIPE Warrants if, together with its affiliates, would beneficially own more than 4.99% (or, at the election of the holder, 9.99%) of the Company’s outstanding shares of common stock immediately after exercise, except that upon at least 61 days’ prior notice from the holder to the Company, the holder may increase the beneficial ownership limitation to up to 9.99% of the number of shares of common stock outstanding immediately after giving effect to the exercise.
In connection with the 2026 Private Placement, the Company entered into a registration rights agreement (the “2026 Registration Rights Agreement”), dated as of January 23, 2026, with the 2026 PIPE Investors, pursuant to which the Company agreed to prepare and file a registration statement with the SEC registering the resale of the shares of common stock and the shares of common stock underlying the 2026 PIPE Pre-Funded Warrants and 2026 PIPE Warrants no later than fifteen (15) days after the date of the 2026 PIPE Registration Rights Agreement (the “2026 PIPE Registration Statement”), and to use its best efforts to have the 2026 PIPE Registration Statement declared effective as promptly as practical thereafter, and in any
11
event no later than forty five (45) days following the date of the Registration Rights Agreement (or seventy five (75) days following the date of the 2026 PIPE Registration Rights Agreement in the event of a “full review” by the SEC). The 2026 PIPE Registration Statement was declared effective on February 11, 2026.
Additionally, pursuant to the amended engagement agreement, the Company agreed to pay the Placement Agent in connection with the 2026 Private Placement (i) a cash fee equal to 7.0% of the aggregate gross proceeds received in the Private Placement, and (ii) reimbursement of up to $85,000 for legal fees and expenses, and out of pocket expenses and non-accountable expenses. Also pursuant to the Engagement Agreement, the Company, in connection with the 2026 Private Placement, agreed to issue to the Placement Agent or its designees warrants (the “2026 Placement Agent Warrants”) to purchase up to an aggregate of 127,272 shares of Common Stock (the “2026 Placement Agent Warrant Shares”). The 2026 Placement Agent Warrants have an exercise price of $6.875 per share (which represents 125% of the combined 2026 Private Placement offering price), expire five (5) years following the effective date of a registration statement and became exercisable upon issuance.
In addition, upon the exercise for cash of any privately-placed, unregistered warrants issued to investors in an offering (an “Offering”), which includes the 2026 Private Placement, the Company has agreed to, within five (5) business days of the Company’s receipt of the exercise price, (i) pay the Placement Agent a cash fee equal to 7.0% of the aggregate exercise price paid in cash and (ii) issue to Placement Agent (or its designees), warrants to purchase that number of shares of common stock of the Company equal to 7.0% of the aggregate number of such shares of common stock underlying such warrants that have been so exercised, and such Placement Agent warrants will be in the same form and terms as the warrants issued to the Placement Agent originally issued in the applicable Offering.
Pursuant to the Purchase Agreement, the Company agreed not to issue any shares of common stock or common stock equivalents or to file any other registration statement with the SEC (in each case, subject to certain exceptions, including an exception for the sale and issuance of shares of common stock pursuant to an at-the-market offering with the Placement Agent as sales agent at a price per share greater than or equal to $7.00, subject to adjustments (the “ATM Exception”)) until thirty (30) days after the effective date of a registration statement. The Company has also agreed not to effect or agree to effect any Variable Rate Transaction (as defined in the Purchase Agreement) until one (1) year after the effective date of the Registration Statement (subject to certain exceptions, including the ATM Exception).
The $10.0 million was allocated between the Common Stock or Pre-Funded Warrants and Common Stock Warrants purchased based on the relative fair value of these instruments. The fair value of the Common Stocks or Pre-Funded Warrants was determined using the closing price of the stock at close of the Offering (Level 1 on the fair value hierarchy) and the fair value of the Warrants was determined using the Black Scholes model using the following inputs (Level 2 on the fair value hierarchy):
Series A Warrant Inputs
Series B Warrant Inputs
Expected stock price volatility
156.13
%
Dividend yield
0
Risk-free interest rate
3.61
3.58
Expected life of the warrants (in years)
2.58
0.83
Preferred Stock
At March 31, 2026, the Company had 25 million shares of preferred stock, $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.
Warrants
The following warrants were exercised during the three months ended March 31, 2026:
12
Exercise Price
Warrants Exercised
Prefunded
1.70
2,048,464
2.00
375,000
2.4375
45,975
2.50
44,887
5.50
409,091
As of March 31, 2026, there are approximately 3,264,355 outstanding warrants with exercise prices between $.0001 and $74,086 per share.
Series A Preferred Stock
Refer to Note 8 for information on Series A Preferred Stock.
Series 1C Preferred Stock
Refer to Note 9 for information on Series 1C Preferred Stock.
NOTE 11. SHARE-BASED COMPENSATION
In January 2024, the Company granted 4,590 shares of restricted stock units to employees and directors. One third of these shares vested on March 31, 2024 and one third vested on January 1, 2025. The final 1,522 units with a weighted average grant date fair value of $76.45 vested on January 1, 2026.
The fair values of the respective vesting dates of RSUs were approximately $6,255 and $5,092 for the three months ended March 31, 2026 and 2025, respectively.
The following table summarizes options activity during the three months ended March 31, 2026:
Weighted Average Exercise Price
Stock Options Outstanding at January 1, 2026
621,184
2.15
Granted
Exercised
Forfeited / Expired
Stock Options Outstanding at March 31, 2026
The Company had a total of 370,450 unvested options as of March 31, 2026 that are expected to vest in the future. Total unrecognized share based compensation expense from the remaining unvested options as of March 31, 2026 was approximately $322,200 and is expected to be recognized in earnings over a weighted average period of 1.1 years. The Company had 250,734 exercisable options as of March 31, 2026.
The Company utilized the simplified method for estimating the stock options granted as the Company has experienced significant changes in its business and the historical data may not provide a reasonable basis upon which to estimate expected term.
The weighted average remaining contractual term for all options outstanding at March 31, 2026, was 9.1 years and the aggregate intrinsic value (difference in exercise price and closing price at that date) was approximately $1.1 million. The weighted average remaining contractual term for options vested and exercisable at March 31, 2026, was 9 years and the aggregate intrinsic value was approximately $364,000.
13
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 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 financial position or results of operations in particular quarterly or annual periods.
14
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, 2025 which was filed with the SEC on March 20, 2026. 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, 2025 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 are a solar technology company that manufactures and sells PV solar modules that are flexible, durable, and possess attractive power to weight and power to area performance. Our technology provides renewable power solutions to high-value production and specialty solar markets where traditional rigid solar panels are not suitable, including space power beaming, aerospace, satellites, near earth orbiting vehicles, fixed wing unmanned aerial vehicles UAV, aquatic, terrestrial, and other weight-sensitive markets (including DoD drone and space operations) with transformational high quality, value added product applications. We operate in these target markets because they have highly specialized needs for power generation and offer attractive pricing due to the significant technological requirements.
We believe the value proposition of Ascent’s proprietary solar technology not only aligns with the needs of customers in our target markets, but also overcomes many of the obstacle’s other solar technologies face in space, aerospace and other markets. Ascent designs and develops finished products for end users in these areas and collaborates with strategic partners to design and develop integrated solutions for products like satellites, spacecraft, airships and UAV. Ascent sees significant overlap in the needs of end users across some of these markets 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 and will fill a void in the satellite market with a lower cost, lighter module and a product that, if struck by an object in space, will create limited space debris.
For the three months ended March 31, 2026, we generated $51,944 of total revenue. As of March 31, 2026, we had an accumulated deficit of $501,618,627.
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 power beaming solutions, vehicles in space or in flight or dual-use installations on agricultural land.
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 costly back-end assembly 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.
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.
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:
Basis of Presentation: The accompanying unaudited condensed financial statements have been derived from the accounting records of Ascent Solar Technologies, Inc. as of March 31, 2026 and December 31, 2025, and the results of operations for the three months ended March 31, 2026 and 2025.
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.
Results of Operations
16
Comparison of the Three Months Ended March 31, 2026 and 2025
$ Change
Product Revenue
13,320
36,320
Cost of Revenue
46,622
135,477
489,703
(124,027
4,566
552,341
Loss From Operations
(516,021
Other Income/(Expense), net
11,554
Interest Expense
3,226
14,780
Net (Loss)/Income
(502,866
Total Revenues. Our total revenues increased by $36,320, or 232%, for the three months ended March 31, 2026 when compared to the same period in 2025. This is primarily due to more orders and engineering revenue in the current period compared to prior period.
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 increased by $46,622, or 193%, for the three months ended March 31, 2026 when compared to the same period in 2025. The increase in cost of revenues is primarily due to the increase in revenue.
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 $135,477, or 24%, for the three months ended March 31, 2026 when compared to the same period in 2025. This increase is primarily due to the Company continuing to focus on product and technology improvements in the current period.
Selling, general and administrative. Selling, general and administrative expenses increased by $489,703, or 52% for the three months ended March 31, 2026 compared to the same period in 2025. This increase is primarily due to increased personnel and professional service costs incurred in the current period compared to the prior period.
Share-based compensation. Share-based compensation expense decreased by $124,027, or 59% for the three months ended March 31, 2026 when compared to the same period in 2025. The decrease is primarily due to the remaining RSUs fully vesting on January 1, 2026, which was partially offset by the Company's option grant to employees, directors, and advisory board in June 2025.
Other Income/Expense. Other income was $86,914 for the three months ended March 31, 2026, compared to other income of $72,134 for the same period in 2025, an increase of $14,780, or 20%. The increase is due primarily to increased other income which in the current period, is primarily comprised of interest income and decreased interest expense in current period.
17
Net Loss. Our Net Loss increased by $502,866, or 30%, for the three months ended March 31, 2026 compared to the same period in 2025 due primarily to the items mentioned above.
Liquidity and Capital Resources
The Company continues to build industrial scale production capabilities in its Thornton facility and focus on its research and development activities to improve its PV products. The Company does not expect that sales revenue and cash flows will be sufficient to support operations and cash requirements until it has fully implemented its strategy of selling high value PV products and manufacturing at full industrial scale. During the three months ended March 31, 2026 the Company used $2,020,240 in cash for operations.
Additionally, projected total revenues are not anticipated to result in a positive cash flow position for the year overall and, as of March 31, 2026, and while the Company has working capital of $14,378,204, Management believes that additional financing will be required for the Company to reach a level of sufficient sales to achieve profitability.
The Company continues to accelerate sales and marketing efforts related to its specialty PV application strategies through expansion of its sales and distribution channels. The Company also continues activities to secure additional financing through strategic or financial investors, but there is no assurance the Company will be able 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.
Management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. These financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.
Statements of Cash Flows Comparison of the three months ended March 31, 2026 and 2025
For the three months ended March 31, 2026, our cash used in operations was $2,020,240 compared to $1,550,030 for the three months ended March 31, 2025, an increase of $470,210. This increase is due primarily to increased personnel and professional cost in current period. The three months ended March 31, 2026 net cash used in operations of $2,020,240 were primarily funded from 2025 and 2026 financing agreements. For the three months ended March 31, 2026, cash used in investing activities was $200,000 compared to $483 used in investing activities in the prior period. The increase was primarily due to the additional investment in a cost investment. For the three months ended March 31, 2026, our cash provided by financing activities was $15,506,141 compared to $635,585 in the prior period, an increase of $14,870,556. Cash provided by financing activities in 2026 was primarily derived from the selling common stock under a PIPE agreement and the excise of warrants. Cash provided by financing activities in 2025 was primarily derived from the ATM agreement partially offset by the bridge loan repayments.
Off Balance Sheet Transactions
As of March 31, 2026, 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 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.
18
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Foreign Currency Exchange Risk
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 and have no significant future obligations denominated in foreign currencies as of March 31, 2026.
Interest Rate Risk
Our exposure to market risks for changes in interest rates relates primarily to our cash equivalents and investment portfolio. As of March 31, 2026, our cash equivalents consisted of operating accounts held with financial institutions and investments in money market funds. From time to time, we 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 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 March 31, 2026. Based on this evaluation, our management concluded the design and operation of our disclosure controls and procedures were effective as of March 31, 2026.
Changes in Internal Control Over Financial Reporting
There were no changes in internal control over financial reporting during the three months ended March 31, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 1. Legal Proceedings
From time to time, we may become involved in legal proceedings arising in the ordinary course of our business. Except as discussed in Note 12 to the financial statements, there were no events required to be reported under Item 1 for the three months ended March 31, 2026, within Part II, Item 1 of this report.
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, 2025. 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, 2025.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
There were no unregistered sales of equity securities of the Company during the period covered by this quarterly report which were not previously reported in a (i) Current Report on Form 8-K or (ii) Quarterly Report on Form 10-Q.
Issuer Purchases of Equity Securities
We did not repurchase any of our equity securities during the three months ended March 31, 2026.
Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. Mine Safety Disclosures
Item 5. Other Information
Rule 10b5-1 Sales Plans
Our policy governing transactions in our securities by directors, officers, and employees permits our officers, directors, and certain other persons to enter into trading plans complying with Rule 10b5-1 under the Exchange Act. Generally, under these trading plans, the individual relinquishes control over the transactions once the trading plan is put into place and can only put such plans into place while the individual is not in possession of material non-public information. Accordingly, sales under these plans may occur at any time, including possibly before, simultaneously with, or immediately after significant events involving our company.
During the three months ended March 31, 2026, none of our directors or executive officers had a Rule 10b5-1 plan in effect.
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
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)
3.8
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)
3.9
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)
3.10
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)
3.11
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)
3.12
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)
3.13
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)
3.14
Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company dated August 13, 2024 (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed on August 19, 2024)
3.15
Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company, dated June 4, 2025. (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed June 4, 2025)
3.16
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)
3.17
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)
3.18
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)
3.19
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)
3.20
Fourth Amendment to Second Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed March 13, 2025)
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
Certificate of Designations of Rights and Preferences of Series 1C Convertible Preferred Stock dated October 17, 2024 (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed on October 23, 2024)
4.4
Description of Securities (incorporated by reference to Exhibit 4.4 to our Annual Report on Form 10-K filed March 31, 2025)
4.5
Form of 2023 Common 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))
4.6
Form of 2023 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 2023 Common 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 2024 Placement Agent’s Warrant (incorporated by reference to Exhibit 4.4 to our Registration Statement on Form S-1 (File no. 333-277070) Amendment No. 3 filed on April 9, 2024).
4.9
Form of 2024 Common Stock Warrants issued to extend the Warrant Repurchase Agreements (incorporated by reference to Exhibit 4.13 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2024)
4.10
Form of 2025 Common Warrant (incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed on June 30, 2025)
4.11
Form of 2025 Placement Agent Warrant (incorporated by reference to Exhibit 4.3 to our Current Report on Form 8-K filed on June 30, 2025)
4.12
Form of December 2025 Series A Warrants (incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K dated December 8, 2025)
4.13
Form of December 2025 Series B Warrants (incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K dated December 8, 2025)
4.14
Form of December 2025 Placement Agent Warrants (incorporated by reference to Exhibit 4.4 to our Current Report on Form 8-K dated December 8, 2025)
4.15
Form of 2026 Series A Warrants (incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K dated January 26, 2026)
4.16
Form of 2026 Series B Warrants (incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K dated January 26, 2026)
4.17
Form of 2026 Pre-Funded Warrants (incorporated by reference to Exhibit 4.3 to our Current Report on Form 8-K dated January 26, 2026)
22
4.18
Form of 2026 Placement Agent Warrants (incorporated by reference to Exhibit 4.4 to our Current Report on Form 8-K dated January 26, 2026)
10.1 CTR
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)
10.8
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)
10.9†
Ascent Solar 2023 Equity Incentive Plan (as amended through May 29, 2025) (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on May 29, 2025)
10.10
At The Market Offering Agreement, dated May 16, 2024, by and between Ascent Solar Technologies, Inc. and H.C. Wainwright & Co., LLC (incorporated by reference to Exhibit 10.1 to our Current report on Form 8-K filed on May 16, 2024)
10.11
Form of Series 1C Convertible Preferred Stock Securities Purchase Agreement dated October 17, 2024 (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on March 7, 2024)
10.12†
Employment Agreement between the Company and Paul Warley dated January 1, 2026 (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K dated December 31, 2025)
10.13†
Employment Agreement between the Company and Bobby Gulati dated January 1, 2026 (incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K dated December 31, 2025)
10.14†
Employment Agreement between the Company and Jin Jo dated January 1, 2026 (incorporated by reference to Exhibit 10.3 to our Current Report on Form 8-K dated December 31, 2025)
10.15
Form of 2026 Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K dated December 8, 2025)
Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K dated December 8, 2025)
19.1
Ascent Solar Insider Trading Policy (incorporated by reference to Exhibit 19.1 to our Annual Report on Form 10-K filed March 31, 2025)
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
23
97
Ascent Solar Technologies, Inc. Rule 10D-1 Clawback Policy (incorporated by reference to Exhibit 97 to our Annual Report on Form 10-K filed on February 21, 2024)
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
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.
24
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 8th day of May 2026.
May 8, 2026
By:
/s/ PAUL WARLEY
Paul Warley
Chief Executive Officer
(Principal Executive Officer)
/s/ JIN JO
Jin Jo
Chief Financial Officer
(Principal Financial and Accounting Officer)