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

Rhea-AI Summary

Ascent Solar Technologies (NASDAQ: ASTI) entered a definitive agreement for a private placement on Dec 8, 2025 to sell 1,025,643 shares (or pre-funded warrants) and accompanying warrants at $1.95 per share, raising approximately $2.0 million of gross proceeds at closing. The offering includes series A warrants and short-term series B warrants exercisable immediately at $1.70, with the series A warrants expiring five years and series B warrants expiring 18 months from the effective date of the resale registration statement. If all warrants are exercised for cash, additional gross proceeds could total approximately $3.5 million. H.C. Wainwright & Co. is the exclusive placement agent and net proceeds are intended for general working capital.

Positive

• Immediate gross proceeds of $2.0 million
• Potential additional cash of $3.5 million if all warrants are exercised
• Exclusive placement by H.C. Wainwright & Co.

Negative

• Issuance of 1,025,643 shares plus exercisable warrants creates dilution risk
• Series A and B warrants are exercisable immediately at $1.70, increasing potential near-term share supply

Key Figures

Gross proceeds upfront $2,000,000 Expected gross proceeds from private placement before fees

Potential warrant proceeds $3,500,000 Additional gross proceeds if all series A and B warrants exercised

Shares in placement 1,025,643 shares Common stock (or pre-funded warrants) sold with accompanying warrants

Purchase price $1.95 per share Private placement price for each share or pre-funded warrant

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

Q3 2025 net loss $2,021,640 Net loss reported in 10-Q for quarter ended Sep 30, 2025

Q3 2025 product revenue $28,549 Product revenue reported in 10-Q for Q3 2025

Cash balance $2,094,018 Cash and cash equivalents as of Sep 30, 2025 per 10-Q

Market Reality Check

$1.93 Last Close

Volume Volume 42,616 vs 20-day average 90,295 (relative volume 0.47x) ahead of the financing news. low

Technical Price $1.93 is trading slightly above the 200-day MA at $1.87, but still 56.24% below the 52-week high.

Peers on Argus

Solar peers showed mixed moves: SUNE +3.88%, TURB +1.16%, SPRU +2.71% versus PN -4.92% and BEEM -4.52%. With ASTI roughly flat pre-announcement, the financing event appears stock-specific rather than part of a sector trend.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Dec 03	Space testing update	Positive	+8.2%	Thin-film PV modules supplied for power testing in cislunar space.
Nov 12	Defense teaming deal	Positive	+2.4%	Teaming with NovaSpark to power drones and defense applications.
Nov 06	Space partnership	Positive	-18.2%	Teaming with CisLunar to extend mission length for space customers.
Oct 14	Tech durability tests	Positive	-0.4%	PV samples for saltwater durability and space-based power beaming tests.
Sep 17	Strategic partnership	Positive	+15.4%	Strategic alliance with Defiant Space for defense and space markets.

Pattern Detected

Recent ASTI headlines have mostly been positive technology and partnership updates, with three of five prior news events seeing price moves aligned with the upbeat tone and two instances of negative or flat reactions despite constructive announcements.

Recent Company History

This announcement follows a series of partnership and technology deployment updates across space, defense, and specialized power applications. Since September 2025, ASTI has announced strategic collaborations with Defiant Space, CisLunar Industries, NovaSpark Energy, and multiple testing partners for thin-film PV in harsh environments, with several events prompting double-digit moves (e.g., +15.38% on Sep 17). Today’s capital raise sits against that backdrop of development activity and ongoing commercialization efforts.

Regulatory & Risk Context

Active S-3 Shelf Registration 2025-10-27

$100,000,000 registered capacity

ASTI filed a Form S-3 shelf on Oct 27, 2025 to offer up to $100,000,000 in various securities, with $74,855,618 carried forward under Rule 415(a)(6). The shelf is noted as not yet effective and usage_count is 0, but once effective it provides a framework for additional capital raises subject to General Instruction I.B.6 limits.

Market Pulse Summary

This announcement details a private placement providing about $2 million in gross proceeds, with another $3.5 million possible from warrant exercises, at pricing close to the recent $1.93 share level. In light of Q3 2025 net loss of $2,021,640, modest revenue of $28,549, and cash of $2,094,018, this funding and the unused $100,000,000 Form S-3 shelf are key context for capital needs and dilution risk going forward.

Key Terms

private placement financial

"and accompanying warrants in a private placement priced at-the-market under Nasdaq rules."

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.

series A warrants financial

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

Series A warrants are financial tools that give the holder the right to buy shares of a company at a specific price within a certain period. They are often issued alongside investments to provide additional potential profit if the company's value increases. For investors, they can offer a chance to benefit from future growth without committing immediate capital to buying shares.

series B warrants financial

"short-term series B warrants to purchase up to 1,025,643 shares of common stock"

Series B warrants are contracts issued alongside a company's Series B financing that give the holder the right to buy a set number of shares at a fixed price within a specified time. For investors, they matter because they can provide leveraged upside if the company grows, or they can dilute existing shareholders when exercised—like a coupon promising a future share at a known price that can add value or change ownership stakes.

Section 4(a)(2) regulatory

"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 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.

registration statement regulatory

"file one or more registration statements with the SEC covering the resale of the shares"

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.

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 that it has entered into a definitive agreement 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 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 $1.70 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 December 8, 2025, 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 $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 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”).

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 did Ascent Solar (ASTI) announce on December 8, 2025?

Ascent announced a private placement to sell 1,025,643 shares (or pre-funded warrants) and warrants at $1.95 per share for about $2.0 million in gross proceeds.

How much additional capital can ASTI receive if warrants are exercised?

If all series A and series B warrants are exercised for cash, ASTI could receive approximately $3.5 million in additional gross proceeds.

What are the warrant exercise terms in the ASTI private placement?

Both series A warrants and short-term series B warrants have an exercise price of $1.70 and are exercisable immediately upon issuance.

When do the ASTI series A and series B warrants expire?

Series A warrants expire five years from the Resale Registration Statement effective date; series B warrants expire 18 months from that effective date.

Who is the placement agent for ASTI's December 2025 financing?

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

What will ASTI use the proceeds from the private placement for?

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