Ascent Solar Technologies Announces Closing of Up to $5.5 Million Private Placement Priced At-The-Market Under Nasdaq Rules

Rhea-AI Summary

Ascent Solar Technologies (NASDAQ: ASTI) announced on Dec 8, 2025 the closing of a private placement priced at-the-market under Nasdaq rules, raising approximately $2.0 million of gross proceeds upfront. The financing included 1,025,643 shares (or pre-funded warrants) plus series A and short-term series B warrants to purchase up to 1,025,643 shares each, with an exercise price of $1.70. Series A warrants expire five years from the Resale Registration Statement effective date; series B expire in eighteen months. H.C. Wainwright served as placement agent. The company may receive up to $3.5 million more if warrants are fully exercised and intends to use net proceeds for general working capital.

Positive

• Gross upfront proceeds of $2.0 million
• Potential additional cash of ~$3.5 million if warrants exercised
• H.C. Wainwright acted as exclusive placement agent
• Company has registration rights to file a resale registration statement

Negative

• Warrants exercisable into up to 1,025,643 shares per series
• Series A and B warrants exercise price of $1.70
• Placement agent fees and offering expenses will reduce net proceeds
• No assurance warrants will be exercised, so proceeds are uncertain

Key Figures

Private placement gross $2,000,000 Upfront gross proceeds from Dec 8, 2025 private placement

Potential warrant proceeds $3,500,000 If series A and B warrants are fully exercised for cash

Shares / pre-funded warrants 1,025,643 Common stock (or pre-funded warrants) sold in private placement

Purchase price $1.95 Per share (or per pre-funded warrant) in private placement

Warrant exercise price $1.70 Exercise price for series A and short-term series B warrants

Shelf capacity $100,000,000 Maximum aggregate offering under Form S-3 shelf filed Oct 27, 2025

Q3 2025 net loss $2,021,640 Net loss reported in Q3 2025 10-Q

Cash balance $2,094,018 Cash and cash equivalents as of Sep 30, 2025

Market Reality Check

$1.87 Last Close

Volume Volume 42,616 is below the 20-day average of 90,295 (muted trading vs. offering news). low

Technical Shares at 1.93 are trading above the 200-day MA of 1.87, but 56.24% below the 4.41 52-week high.

Peers on Argus

ASTI slipped 0.26% while solar peers showed mixed moves: gains in SUNE (+3.88%) and SPRU (+2.71%), but declines in PN (-4.92%) and BEEM (-4.52%). With no peers in the momentum scanner, this points to a company-specific reaction to the private placement.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Dec 03	Space testing update	Positive	+8.2%	Promising test results for thin-film PV modules in cislunar space environments.
Nov 12	Defense teaming deal	Positive	+2.4%	Teaming with NovaSpark to power drones and defense applications using PV and hydrogen.
Nov 06	Space partnership	Positive	-18.2%	Teaming with CisLunar Industries to extend mission length for U.S. space customers.
Oct 14	Tech deployment tests	Positive	-0.4%	Thin-film PV samples delivered for saltwater durability and space power-beaming tests.
Sep 17	Strategic partnership	Positive	+15.4%	Strategic partnership with Defiant Space targeting defense and global space markets.

Pattern Detected

Recent news has generally been positive partnership/contract updates, with three price gains and two declines, indicating mixed but often constructive reactions to announcements.

Recent Company History

Over the last six months, ASTI has highlighted multiple partnerships and technology deployments across defense, space, aquatic monitoring, and power‑beaming applications. Notable items include a strategic partnership with Defiant Space on Sep 17 (space and defense markets), teaming agreements with CisLunar Industries and NovaSpark Energy in early Nov 2025, and cislunar space testing news on Dec 3. Against this backdrop of technology-validation headlines, the current private placement adds a financing layer to support ongoing operations.

Regulatory & Risk Context

Active S-3 Shelf Registration 2025-10-27

$100,000,000 registered capacity

ASTI has an active Form S-3 filed on 2025-10-27 to offer up to $100,000,000 in various securities, subject to public float limits under Instruction I.B.6. This private placement adds to the company’s toolkit for raising capital alongside the unused shelf capacity.

Market Pulse Summary

This announcement details a financing that raises about $2 million upfront, with up to $3.5 million possible from warrant exercises, to fund general working capital. In the Q3 2025 10‑Q, ASTI reported a net loss of $2,021,640, cash of $2,094,018, and substantial doubt about continuing as a going concern. Alongside the $100,000,000 S‑3 shelf, investors may track future capital raises, warrant exercises, and any revenue traction from recent space and defense partnerships.

Key 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.

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.

warrants financial

"series A warrants to purchase up to 1,025,643 shares of common stock"

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.

Regulation D regulatory

"private placement under Section 4(a)(2) of the Securities Act ... and/or Regulation D"

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.

Section 4(a)(2) regulatory

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

Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.

Securities Act regulatory

"under Section 4(a)(2) of the Securities Act of 1933, as amended"

A securities act is a law that governs the offering, sale and disclosure of stocks, bonds and other investment products to the public. It requires companies to provide clear, truthful information—like a product label for an investment—so buyers can understand risks and value before they invest. For investors, these rules reduce fraud, promote transparency, and help ensure fair access to market information.

registration statement regulatory

"agreed to file one or more registration statements with the SEC covering the resale"

A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.

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.

$2 million upfront with up to approximately $3.5 million of potential aggregate proceeds upon the exercise in full of warrants

THORNTON, Colo., Dec. 08, 2025 (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 1,025,643 shares of common stock (or pre-funded warrants in lieu thereof), series A warrants to purchase up to 1,025,643 shares of common stock and short-term series B warrants to purchase up to 1,025,643 shares of common stock at a purchase price of $1.95 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 $1.70 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 $2 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 $3.5 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

What did Ascent Solar (ASTI) raise in the Dec 8, 2025 private placement?

Ascent Solar closed approximately $2.0 million of gross upfront proceeds in the private placement.

How many shares and warrants were issued in the ASTI private placement?

The offering included 1,025,643 shares (or pre-funded warrants) plus series A and short-term series B warrants to purchase up to 1,025,643 shares each.

What is the exercise price and expiration for ASTI's warrants from the offering?

Both warrant series have an exercise price of $1.70; series A expires five years from the registration statement effective date, series B expires in 18 months.

Could ASTI receive more cash after the Dec 8, 2025 offering?

Yes; if all warrants are exercised for cash, the company could receive approximately $3.5 million in additional gross proceeds.

What will Ascent Solar use the net proceeds from the ASTI private placement for?

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

Who acted as placement agent for Ascent Solar's Dec 2025 financing?

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