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

Rhea-AI Summary

Ascent Solar Technologies (NASDAQ: ASTI) entered definitive agreements for a private placement priced at-the-market to raise approximately $10.0 million of gross proceeds upfront, plus up to $15.0 million additional if issued warrants are fully exercised.

The deal covers 1,818,182 shares (or pre-funded warrants), series A warrants for 1,818,182 shares and short-term series B warrants for 909,091 shares, at a $5.50 purchase and exercise price. Series A warrants expire five years from the resale registration effective date; series B warrants expire 18 months. Proceeds are intended for general working capital. H.C. Wainwright is exclusive placement agent. Closing expected on or about January 26, 2026, subject to customary conditions.

Positive

• Upfront gross proceeds of $10.0 million
• Potential additional cash of $15.0 million if warrants fully exercised
• Uses proceeds for general working capital
• Placement agent secured: H.C. Wainwright

Negative

• Immediate dilution: 1,818,182 shares issued upfront
• Further dilution possible if warrants convert to ~2,727,273 shares
• Exercise price of $5.50 below the $7.00 AT‑M offering exception
• No assurance warrants will be exercised; financing uncertain

Key Figures

Private placement size: up to $25 million Upfront gross proceeds: $10 million Potential warrant proceeds: $15 million +5 more

8 metrics

Private placement size up to $25 million Aggregate potential proceeds from shares and warrants

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

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

Common shares offered 1,818,182 shares Common stock (or pre-funded warrants) in private placement

Series A warrants 1,818,182 warrants Series A warrants to purchase common stock

Series B warrants 909,091 warrants Short-term series B warrants to purchase common stock

Offering price $5.50 per share Price per share (or pre-funded warrant) and warrant exercise price

Equity issuance lockup 30 days Restriction period after resale registration effectiveness, with specified exceptions

Market Reality Check

Price: $7.32 Vol: Volume 5,850,055 is 1.48x...

normal vol

$7.32 Last Close

Volume Volume 5,850,055 is 1.48x the 20-day average of 3,945,711, indicating elevated pre-news activity. normal

Technical Shares traded at $7.32, well above the 200-day MA of $2.27, keeping the stock in a strong pre-news uptrend.

Peers on Argus

Pre-news scanner data did not flag sector-wide momentum. While some solar peers ...

Pre-news scanner data did not flag sector-wide momentum. While some solar peers showed mixed single-day moves (e.g., one above 20%, others modestly up or down), ASTI’s setup appears stock-specific rather than part of a coordinated solar move.

Previous Private placement Reports

2 past events · Latest: Dec 08 (Negative)

Same Type Pattern 2 events

Date	Event	Sentiment	Move	Catalyst
Dec 08	Private placement closing	Negative	-3.1%	Closing of up to $5.5M private placement with warrants at $1.70.
Dec 08	Private placement deal	Negative	-3.1%	Definitive agreement for private placement with shares and warrants funding.

Pattern Detected

Prior private placements prompted modest negative reactions, suggesting sensitivity to dilution-related financing.

Recent Company History

Over recent months, Ascent Solar combined strategic partnerships and space-related PV testing with repeated equity financings. On Dec 8, 2025, two related private placement announcements around $5.5 million in potential proceeds led to -3.11% moves. Earlier news on teaming agreements and cislunar testing saw positive reactions. Today’s larger private placement fits this pattern of using equity-linked structures to fund ongoing operations and growth plans.

Historical Comparison

private placement

+3.1 %

Average Historical Move

Historical Analysis

In the past year, ASTI issued 2 private placement releases tagged similarly, with an average move of about 3.11%, indicating moderate but consistent sensitivity to financing news.

Typical Pattern

The company moved from a prior up to <b>$5.5M</b> private placement structure to a new deal sized up to <b>$25M</b>, maintaining a pattern of equity-linked funding with common stock plus series A and B warrants.

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

An effective Form S-3 shelf dated Oct 27, 2025 allows ASTI to offer up to $100,000,000 of various securities over time, subject to Form S-3 I.B.6 limits tied to its public float. This provides flexibility to continue raising capital through registered offerings in addition to exempt private placements.

Market Pulse Summary

This announcement outlines a larger funding round of up to $25M, including $10M upfront and potentia...

Analysis

This announcement outlines a larger funding round of up to $25M, including $10M upfront and potential $15M from warrants at $5.50. It follows earlier private placements and sits alongside a $100M Form S-3 shelf, underscoring ongoing capital needs. Investors may focus on dilution from new shares and warrants, the 30-day equity issuance restrictions, and how efficiently new funds support revenue growth and progress against prior strategic goals.

Key Terms

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

8 terms

private placement financial

"entered into definitive agreements for the purchase and sale ... in a private placement priced at-the-market"

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

"1,818,182 shares of common stock (or pre-funded warrants in lieu thereof)"

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 1,818,182 shares of common stock and short-term series B warrants"

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.

at-the-market financial

"in a private placement 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.

section 4(a)(2) regulatory

"offered in a 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.

regulation d regulatory

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

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 to file"

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 five years 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. 26, 2026 (GLOBE NEWSWIRE) -- Ascent Solar Technologies, Inc. (NASDAQ: ASTI) (“Ascent” or the “Company”), today announced that it has entered into definitive agreements 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 in a private placement priced at-the-market under Nasdaq rules. The series A warrants and the short-term series B warrants will have an exercise price of $5.50 and will be 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. The private placement is expected to close on or about January 26, 2026, subject to the satisfaction of customary closing conditions.

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

The gross proceeds from the offering are expected to be 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 are being 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”).

In connection with the offering, that certain Securities Purchase Agreement dated December 5, 2025, between the Company and the purchasers signatory thereto has been amended to provide that the Company will not issue, enter into any agreement to issue or announce the issuance or proposed issuance of, any shares of common stock or any common stock equivalents or file any registration statement or prospectus, or any amendment or supplement thereto for 30 days after the effective date of the registration statement registering the resale of the securities sold in such Securities Purchase Agreement, 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 H.C. Wainwright & Co. as sales agent at a price per share greater than or equal to $7.00 (subject to adjustment for reverse and forward stock splits, stock combinations and other similar transactions of the common stock that occur after the date hereof).

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 completion of the offering, the satisfaction of customary closing conditions related to the offering, the intended use of proceeds therefrom 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 amount is Ascent Solar (ASTI) raising in the January 26, 2026 private placement?

Ascent Solar intends to raise approximately $10.0 million upfront, with up to $15.0 million additional if warrants are fully exercised.

What securities did ASTI issue in the private placement and at what price?

ASTI is selling 1,818,182 shares (or pre-funded warrants) plus series A and short-term series B warrants at $5.50 per share or pre-funded warrant.

When do the ASTI warrants expire and what is the exercise price?

Series A warrants expire five years from the resale registration effective date; series B warrants expire in 18 months; both have a $5.50 exercise price.

How will ASTI use proceeds from the private placement (ASTI)?

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

Who is the placement agent for Ascent Solar's January 2026 offering (ASTI)?

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

Is closing of the ASTI private placement conditional and when is it expected?

Closing is expected on or about January 26, 2026, subject to customary closing conditions.