Ascent Solar Technologies Announces Closing of up to $25 Million Private Placement Priced At-The-Market Under Nasdaq Rules

Rhea-AI Summary

Ascent Solar Technologies (NASDAQ: ASTI) closed a private placement on Jan 27, 2026, raising approximately $10.0 million in gross proceeds from the sale of 1,818,182 shares (or pre-funded warrants) and accompanying warrants priced at-the-market under Nasdaq rules.

The placement includes series A warrants to purchase up to 1,818,182 shares and short-term series B warrants to purchase up to 909,091 shares, each with a $5.50 exercise price. Series A warrants expire five years from the Resale Registration Statement effective date; series B warrants expire 18 months from that date. If all warrants are exercised for cash, the company could receive up to an additional $15.0 million, for total potential gross proceeds of up to $25.0 million. H.C. Wainwright acted as exclusive placement agent. Net proceeds are intended for general working capital.

Positive

• Upfront gross proceeds of approximately $10.0 million
• Potential additional proceeds of approximately $15.0 million if all warrants are exercised
• Warrants and shares priced at $5.50 per share
• Exclusive placement agent: H.C. Wainwright & Co.

Negative

• Potential issuance of up to 2,727,273 shares upon full exercise of series A and series B warrants, creating dilution risk
• Short-term series B warrants expire in 18 months, raising the chance of near-term dilution if exercised

Key Figures

Total private placement size: $25 million Upfront gross proceeds: $10 million Potential warrant proceeds: $15 million +5 more

8 metrics

Total private placement size $25 million Upfront plus potential warrant proceeds

Upfront gross proceeds $10 million Gross proceeds at closing before fees

Potential warrant proceeds $15 million If series A and B warrants fully exercised for cash

Common/pre-funded units 1,818,182 Shares of common stock or pre-funded warrants sold

Series A warrant shares 1,818,182 Shares underlying series A warrants

Series B warrant shares 909,091 Shares underlying short-term series B warrants

Purchase/exercise price $5.50 Per share and per warrant, priced at-the-market

Warrant durations 5 years / 18 months Series A / short-term series B from Resale Registration effective date

Market Reality Check

Price: $6.21 Vol: Volume 3,183,186 is 0.79x...

normal vol

$6.21 Last Close

Volume Volume 3,183,186 is 0.79x the 20-day average 4,041,985, indicating no outsized trading ahead of this closing normal

Technical Shares at $5.93 are trading above the 200-day MA of $2.29 but are 29.8% below the 52-week high $8.44

Peers on Argus

ASTI was down 19.06% while solar peers showed mixed moves: SUNE -4.39%, BEEM -3....

ASTI was down 19.06% while solar peers showed mixed moves: SUNE -4.39%, BEEM -3.87%, SPRU -5.47%, but PN +10.25% and TURB +1.10%. The heavier decline points to company-specific financing effects rather than a uniform sector move.

Previous Private placement Reports

3 past events · Latest: Jan 26 (Negative)

Same Type Pattern 3 events

Date	Event	Sentiment	Move	Catalyst
Jan 26	Private placement deal	Negative	-19.1%	Agreement for up to $25M at-the-market private placement with warrants.
Dec 08	Placement closing	Negative	-3.1%	Closing of up to $5.5M private placement with series A and B warrants.
Dec 08	Placement agreement	Negative	-3.1%	Definitive agreement for up to $5.5M at-the-market private placement.

Pattern Detected

Recent private placement announcements and closings have consistently coincided with negative price reactions, suggesting investors have treated these financings as dilutive overhangs.

Recent Company History

Over the last few months, Ascent Solar has repeatedly used at-the-market private placements with attached warrants for working capital. On Dec 8, 2025, a up to $5.5M structure produced modest single‑day declines around -3.11%. The larger up to $25M financing announced on Jan 26, 2026 saw a sharper -19.06% reaction. Today’s closing simply executes that deal, following an 8‑K that detailed similar terms, aligning this news with an ongoing capital-raising pattern.

Historical Comparison

private placement

+8.4 %

Average Historical Move

Historical Analysis

In the past three private placement headlines, ASTI’s average one-day move was 8.43%. Today’s closing mirrors the Jan 26 agreement terms, extending an established financing and dilution pattern.

Typical Pattern

ASTI has repeatedly relied on at-the-market private placements with series A and B warrants for working capital, moving from a up to <b>$5.5M</b> structure in Dec 2025 to a larger up to <b>$25M</b> deal in Jan 2026.

Regulatory & Risk Context

Active S-3 Shelf · $100,000,000

Shelf Active

Active S-3 Shelf Registration 2025-10-27

$100,000,000 registered capacity

On Oct 27, 2025 ASTI filed a Form S-3 shelf to offer up to $100,000,000 in various securities, with $74,855,618 carried forward under Rule 415(a)(6). Under General Instruction I.B.6, primary sales are constrained to one‑third of the non‑affiliate float value in any 12‑month period.

Market Pulse Summary

This announcement closes a previously agreed private placement providing $10 million in upfront gros...

Analysis

This announcement closes a previously agreed private placement providing $10 million in upfront gross proceeds and up to $15 million from warrants, aimed at general working capital. It extends a pattern of at-the-market private placements with series A and B warrants. Investors may track future use of ASTI’s $100,000,000 S-3 shelf, additional equity transactions, and execution on the operating milestones highlighted in recent corporate updates.

Key Terms

private placement, at-the-market, warrants, pre-funded warrants, +4 more

8 terms

private placement financial

"announced the closing of its previously announced private placement for the purchase"

A private placement is a way for companies to raise money by selling securities directly to a small group of investors instead of through a public offering. This process is often quicker and less regulated, making it similar to offering a special, exclusive investment opportunity to select individuals or institutions. For investors, it can provide access to unique investment options that are not available on public markets.

at-the-market financial

"and accompanying warrants priced at-the-market under Nasdaq rules."

"At-the-market" is a method for companies to sell new shares of stock directly into the open market over time, rather than all at once. It allows companies to raise money gradually, similar to selling slices of a pie instead of the entire pie at once, which can help manage the sale's impact on the stock price. This approach gives investors a steady supply of shares while providing companies with flexible funding options.

warrants financial

"series A warrants to purchase up to 1,818,182 shares of common stock and short-term"

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

pre-funded warrants financial

"shares of common stock (or pre-funded warrants in lieu thereof), series A warrants"

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

Section 4(a)(2) of the Securities Act regulatory

"in a private placement under Section 4(a)(2) of the Securities Act of 1933"

A legal exemption that allows a company to sell securities directly to a limited group of buyers without registering the offering with the Securities and Exchange Commission. Think of it like a private sale among known parties rather than a public auction: it can speed fundraising and reduce disclosure requirements, but it also means less public information, lower liquidity and resale restrictions—factors investors should consider when weighing risk and exit options.

Regulation D regulatory

"and/or Regulation D promulgated thereunder and, along with the shares of"

Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.

registration rights agreement regulatory

"Pursuant to a registration rights agreement with investors, the Company has agreed"

A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.

Resale Registration Statement regulatory

"will expire eighteen months from the effective date of the Resale Registration Statement."

A resale registration statement is a document filed with regulators that allows existing shareholders to sell their shares to the public. It provides the necessary legal approval and information for these shares to be resold on the market, helping to increase the availability of shares for trading. For investors, it signals that shares held by current owners can be offered for sale, potentially affecting share prices and market liquidity.

AI-generated analysis. Not financial advice.

$10 MILLION UPFRONT WITH UP TO APPROXIMATELY $15 MILLION OF POTENTIAL AGGREGATE PROCEEDS UPON THE EXERCISE IN FULL OF WARRANTS

THORNTON, Colo., Jan. 27, 2026 (GLOBE NEWSWIRE) -- Ascent Solar Technologies, Inc. (NASDAQ: ASTI) (“Ascent” or the “Company”), today announced the closing of its previously announced private placement for the purchase and sale of an aggregate of 1,818,182 shares of common stock (or pre-funded warrants in lieu thereof), series A warrants to purchase up to 1,818,182 shares of common stock and short-term series B warrants to purchase up to 909,091 shares of common stock at a purchase price of $5.50 per share of common stock (or per pre-funded warrant in lieu thereof) and accompanying warrants priced at-the-market under Nasdaq rules. The series A warrants and the short-term series B warrants have an exercise price of $5.50 and are exercisable immediately upon issuance. The series A warrants will expire five years from the effective date of the Resale Registration Statement (as defined below) and the short-term series B warrants will expire eighteen months from the effective date of the Resale Registration Statement.

H.C. Wainwright & Co. acted as the exclusive placement agent for the offering.

The gross proceeds from the offering were approximately $10 million, prior to deducting placement agent’s fees and other offering expenses payable by the Company. The potential additional gross proceeds to the Company from the series A warrants and the short-term series B warrants, if fully exercised on a cash basis, will be approximately $15 million. No assurance can be given that any of the series warrants will be exercised, or that the Company will receive cash proceeds from the exercise of the series warrants. The Company intends to use the net proceeds from the offering for general working capital needs.

The securities described above were offered in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and/or Regulation D promulgated thereunder and, along with the shares of common stock underlying the warrants, have not been registered under the Securities Act, or applicable state securities laws. Accordingly, the securities issued in the private placement and shares of common stock underlying the warrants may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws. Pursuant to a registration rights agreement with investors, the Company has agreed to file one or more registration statements with the SEC covering the resale of the shares of common stock and the shares of common stock issuable upon exercise of the pre-funded warrants and warrants (the “Resale Registration Statement”).

This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

About Ascent Solar Technologies, Inc.:

Backed by 40 years of R&D, 15 years of manufacturing experience, numerous awards, and a comprehensive IP and patent portfolio, Ascent Solar Technologies, Inc. is a leading provider of innovative, high-performance, flexible thin-film solar panels, optimized for use in space, military and defense, and other applications where mass, performance, reliability, and resilience are paramount.

Ascent’s photovoltaic (PV) modules have been deployed on space missions, multiple airborne vehicles, agrivoltaic installations, in industrial/commercial construction as well as an extensive range of consumer goods, revolutionizing the use cases and environments for solar power. Ascent Solar’s research and development center and 5-MW nameplate production facility is in Thornton, Colorado.

To learn more, visit https:www.ascentsolar.com.

Forward-Looking Statements

Statements in this press release that are not statements of historical or current fact constitute "forward-looking statements" including statements about the financing transaction, our business strategy, and the potential uses of the proceeds from the transaction. Such statements also include, but are not limited to, statements related to the intended use of proceeds from the offering and the potential exercise of the series warrants. Such forward-looking statements involve known and unknown risks, uncertainties and other unknown factors that could cause the company's actual operating results to be materially different from any historical results or from any future results expressed or implied by such forward-looking statements. We have based these forward-looking statements on our current assumptions, expectations, and projections about future events. In addition to statements that explicitly describe these risks and uncertainties, readers are urged to consider statements that contain terms such as “will,” "believes," "belief," "expects," "expect," "intends," "intend," "anticipate," "anticipates," "plans," "plan," to be uncertain and forward-looking. No information in this press release should be construed as any indication whatsoever of our future revenues, stock price, or results of operations. The forward-looking statements contained herein are also subject generally to other risks and uncertainties that are described from time to time in the company's filings with the Securities and Exchange Commission including those discussed under the heading “Risk Factors” in our most recently filed reports on Forms 10-K and 10-Q.

Contact:

ir@ascentsolar.com

Wire Service Contact:
Spencer Herrmann
FischTank PR
ascent@fischtankpr.com

FAQ

How much did Ascent Solar (ASTI) raise in the Jan 27, 2026 private placement?

Ascent raised approximately $10.0 million in gross proceeds from the initial sale of 1,818,182 shares (or pre-funded warrants) and accompanying warrants.

What is the total potential funding for ASTI if all warrants are exercised?

If all series A and series B warrants are exercised for cash, ASTI could receive approximately an additional $15.0 million, for up to $25.0 million total gross proceeds.

How many shares could be issued if ASTI's warrants are fully exercised?

Full exercise of the series A and series B warrants would result in up to 2,727,273 new shares issued.

What are the exercise price and expirations for ASTI's warrants issued in the offering?

Both series A and short-term series B warrants have a $5.50 exercise price; series A warrants expire five years from the Resale Registration Statement effective date and series B warrants expire 18 months from that date.

How does Ascent intend to use the net proceeds from the offering?

The company intends to use the net proceeds for general working capital needs.