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Ascent Solar Technologies, Inc. – ‘10-K’ for 12/31/23 – ‘EX-97’

On:  Wednesday, 2/21/24, at 4:30pm ET   ·   For:  12/31/23   ·   Accession #:  950170-24-17977   ·   File #:  1-32919

Previous ‘10-K’:  ‘10-K’ on 3/10/23 for 12/31/22   ·   Latest ‘10-K’:  This Filing   ·   44 References:   

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/21/24  Ascent Solar Technologies, Inc.   10-K       12/31/23   94:11M                                    Donnelley … Solutions/FA

Annual Report   —   Form 10-K   —   SEA’34

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   2.59M 
 2: EX-23.1     Consent of Expert or Counsel                        HTML     27K 
 7: EX-97       Clawback Policy re: Recovery of Erroneously         HTML     35K 
                Awarded Compensation                                             
 3: EX-31.1     Certification -- §302 - SOA'02                      HTML     31K 
 4: EX-31.2     Certification -- §302 - SOA'02                      HTML     31K 
 5: EX-32.1     Certification -- §906 - SOA'02                      HTML     29K 
 6: EX-32.2     Certification -- §906 - SOA'02                      HTML     29K 
 9: R1          Document and Entity Information                     HTML     95K 
10: R2          Balance Sheets                                      HTML    153K 
11: R3          Balance Sheets (Parenthetical)                      HTML     54K 
12: R4          Statements of Operations and Comprehensive Income   HTML    112K 
13: R5          Statement of Stockholders' Equity (Deficit)         HTML    174K 
14: R6          Statement of Stockholders' Equity (Deficit)         HTML     33K 
                (Parenthetical)                                                  
15: R7          Consolidated Statements of Cash Flows               HTML    140K 
16: R8          Organization                                        HTML     33K 
17: R9          Summary of Significant Accounting Policies          HTML    152K 
18: R10         Liquidity, Continued Operations, and Going Concern  HTML     33K 
19: R11         Related Party Transactions                          HTML     36K 
20: R12         Asset Acquisition                                   HTML     46K 
21: R13         Property, Plant and Equipment                       HTML     50K 
22: R14         Operating Leases                                    HTML     56K 
23: R15         Inventories                                         HTML     41K 
24: R16         Notes Payable                                       HTML     33K 
25: R17         Convertible Notes                                   HTML    184K 
26: R18         Series A Preferred Stock                            HTML     33K 
27: R19         Series 1A Preferred Stock                           HTML     32K 
28: R20         Series 1B Preferred Stock                           HTML     36K 
29: R21         Stockholders' Equity (Deficit)                      HTML    107K 
30: R22         Share-Based Compensation                            HTML     61K 
31: R23         Income Taxes                                        HTML    103K 
32: R24         Commitments and Contingencies                       HTML     35K 
33: R25         Retirement Plan                                     HTML     34K 
34: R26         Subsequent Events                                   HTML     29K 
35: R27         Summary of Significant Accounting Policies          HTML    205K 
                (Policies)                                                       
36: R28         Summary of Significant Accounting Policies          HTML    106K 
                (Tables)                                                         
37: R29         Asset Acquisition (Tables)                          HTML     38K 
38: R30         Property, Plant and Equipment (Tables)              HTML     47K 
39: R31         Operating Leases (Tables)                           HTML     50K 
40: R32         Inventories (Tables)                                HTML     41K 
41: R33         Convertible Notes (Tables)                          HTML    154K 
42: R34         Stockholders' Equity (Deficit) (Tables)             HTML     83K 
43: R35         Share-Based Compensation (Tables)                   HTML     51K 
44: R36         Income Taxes (Tables)                               HTML     95K 
45: R37         ORGANIZATION - Additional Information (Details)     HTML     28K 
46: R38         SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -        HTML     93K 
                Additional Information (Details)                                 
47: R39         SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -        HTML     41K 
                Property, Plant and Equipment (Details)                          
48: R40         SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -        HTML     37K 
                Future Amortization Expense of Patents (Details)                 
49: R41         SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Other  HTML     32K 
                Assets (Details)                                                 
50: R42         SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -        HTML     32K 
                Summary of Deferred Revenue (Details)                            
51: R43         SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -        HTML     70K 
                Schedule of Cumulative Effect of Changes in                      
                Financial Statement (Details)                                    
52: R44         SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -        HTML     92K 
                Schedule of Impact Due to Change in Accounting                   
                Principle on Net Income and Earnings (Details)                   
53: R45         LIQUIDITY, CONTINUED OPERATIONS, AND GOING CONCERN  HTML     38K 
                - Additional Information (Details)                               
54: R46         RELATED PARTY TRANSACTIONS - Additional             HTML     56K 
                Information (Details)                                            
55: R47         ASSET ACQUISITION - Additional Information          HTML     58K 
                (Details)                                                        
56: R48         ASSET ACQUISITION - Summary of Asset Price          HTML     41K 
                Allocation (Details)                                             
57: R49         PROPERTY, PLANT AND EQUIPMENT - Schedule of         HTML     44K 
                Property, Plant and Equipment (Details)                          
58: R50         PROPERTY, PLANT AND EQUIPMENT - Additional          HTML     35K 
                Information (Details)                                            
59: R51         OPERATING LEASES - Additional Information           HTML     64K 
                (Details)                                                        
60: R52         OPERATING LEASES - Schedule of Assets and           HTML     32K 
                Liabilities Related to Company's Lease (Details)                 
61: R53         OPERATING LEASES - Schedule Future Maturities of    HTML     41K 
                Operating Lease Liability (Details)                              
62: R54         INVENTORIES - Schedule of Inventories (Details)     HTML     35K 
63: R55         NOTES PAYABLE - Additional Information (Details)    HTML     44K 
64: R56         SECURED PROMISSORY NOTE - Global Ichiban Secured    HTML     31K 
                Promissory Notes - Additional Information                        
                (Details)                                                        
65: R57         PROMISSORY NOTES - Additional Information           HTML     28K 
                (Details)                                                        
66: R58         CONVERTIBLE NOTES - Schedule of Convertible Notes   HTML     69K 
                (Details)                                                        
67: R59         CONVERTIBLE NOTES - BD 1 Convertible Note -         HTML     76K 
                Additional Information (Details)                                 
68: R60         CONVERTIBLE NOTES - Nanyang Convertible Note -      HTML     43K 
                Additional Information (Details)                                 
69: R61         CONVERTIBLE NOTES - Fleur Convertible Note -        HTML     42K 
                Additional Information (Details)                                 
70: R62         CONVERTIBLE NOTES - Sabby / L1 Convertible Note -   HTML    229K 
                Additional Information (Details)                                 
71: R63         CONVERTIBLE NOTES - Sabby / L1 Convertible Note -   HTML     44K 
                Schedule of Fair Value of Warrants (Details)                     
72: R64         CONVERTIBLE NOTES - Sabby / L1 Convertible Note -   HTML     44K 
                Summary of Allocation of Proceeds (Details)                      
73: R65         CONVERTIBLE NOTES - Sabby / L1 Convertible Note -   HTML     42K 
                Summary of Convertible Notes Prepayment (Details)                
74: R66         CONVERTIBLE NOTES - Sabby / L1 Convertible Note -   HTML     44K 
                Summary of Settlement of Debt (Details)                          
75: R67         CONVERTIBLE NOTES - Sabby / L1 Convertible Note -   HTML     45K 
                Summary of Conversion Payable Activity (Details)                 
76: R68         SERIES A PREFERRED STOCK - Additional Information   HTML     59K 
                (Details)                                                        
77: R69         SERIES 1A PREFERRED STOCK - Additional Information  HTML     61K 
                (Details)                                                        
78: R70         SERIES 1B PREFERRED STOCK - Additional Information  HTML     69K 
                (Details)                                                        
79: R71         Stockholders' Equity (DEFICIT) - Additional         HTML    147K 
                Information (Details)                                            
80: R72         Stockholders' Equity (DEFICIT) - Schedule of Fair   HTML     42K 
                Value of Warrants (Details)                                      
81: R73         Stockholders' Equity (DEFICIT) - Schedule of Stock  HTML     76K 
                by Class (Details)                                               
82: R74         SHARE-BASED COMPENSATION - Additional Information   HTML     79K 
                (Details)                                                        
83: R75         SHARE-BASED COMPENSATION - Summary of Non-vested    HTML     50K 
                Restricted Stock and Related Activity (Details)                  
84: R76         INCOME TAXES - Additional Information (Details)     HTML     42K 
85: R77         INCOME TAXES - Deferred Tax Assets (Details)        HTML     58K 
86: R78         INCOME TAXES - Tax Rate Reconciliation (Details)    HTML     41K 
87: R79         COMMITMENTS AND CONTINGENCIES - Additional          HTML     51K 
                Information (Details)                                            
88: R80         RETIREMENT PLAN - Additional Information (Details)  HTML     37K 
89: R81         SUBSEQUENT EVENTS - Additional Information          HTML     33K 
                (Details)                                                        
91: XML         IDEA XML File -- Filing Summary                      XML    176K 
94: XML         XBRL Instance -- asti-20231231_htm                   XML   2.33M 
90: EXCEL       IDEA Workbook of Financial Report Info              XLSX    204K 
 8: EX-101.SCH  XBRL Taxonomy Extension Schema With Embedded         XSD   5.53M 
                Linkbases Document -- asti-20231231                              
92: JSON        XBRL Instance as JSON Data -- MetaLinks              658±  1.02M 
93: ZIP         XBRL Zipped Folder -- 0000950170-24-017977-xbrl      Zip    495K 


‘EX-97’   —   Clawback Policy re: Recovery of Erroneously Awarded Compensation


This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



  EX-97  

ASCENT SOLAR TECHNOLOGIES, INC.

POLICY REGARDING THE RECOUPMENT OF CERTAIN PERFORMANCE-BASED COMPENSATION PAYMENTS

 

 

Purpose and Scope. This policy sets forth the conditions under which Ascent Solar Technologies, Inc. (the “Company”) will seek reimbursement with respect to incentive-based compensation received by, and to recover profits realized from the sale of shares of the Company’s common stock by, executive officers of the Company (the “Policy”).

(a)
Incentive-based compensation” means any compensation that is granted, earned or vested based wholly or in part upon the attainment of a financial reporting measure.
(b)
Incentive-based compensation is “received” in the Company’s fiscal period during which the financial reporting measure specified in the compensation award is attained, even if the payment or grant of the compensation occurs after the end of that period.
(c)
Financial reporting measures” are measures that are determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, and any measure that is derived wholly or in part from such measures. Financial reporting measures also include stock price and total stockholder return (TSR).
(d)
Equity awards that vest exclusively upon completion of a specified employment period, without any performance condition, and bonus awards that are discretionary or based on subjective goals or goals unrelated to financial reporting measures, do not constitute incentive-based compensation.

 

Policy Applicable to Executive Officers. For purposes of this Policy, “executive officer” means the Company's chief executive officer, chief financial officer and all other Section 16 officers.

 

Company’s Obligation to Recover Compensation. In each instance where all three of the following factors exist:

a)
the incentive-based compensation (or the vesting of such compensation) was based upon the achievement of financial results, as reported in a Form 10-Q, Form 10-K or other report filed with the Securities and Exchange Commission (“SEC”), that are required to be restated to correct an accounting error due to material noncompliance with any financial reporting requirement under the federal securities laws, including any required restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period;

b)
a lower payment or award would have been made to such executive officer (or lesser or no vesting would have occurred with respect to such award) based upon the restated financial results; and

c)
the need for the restatement was identified within three completed fiscal years after the date of the first public issuance or filing of the financial results.

 

The Company will seek to reasonably promptly recover from each current and former executive officer of the Company the portion of any incentive-based compensation (whether cash or equity, including stock options awarded as compensation) received by such executive officer for or during each of the restated periods that is greater than the amount that would have been received had the incentive-based compensation been determined based on the restated amounts, without regard to any taxes paid. If the incentive-based compensation is based on stock price or total stockholder return, the amount to be recovered by the Company must be based on a reasonable estimate of the effect of the accounting restatement on the stock price or total stockholder return upon which the


incentive-based compensation was received, and the Company must maintain documentation of the determination of that reasonable estimate and provide such documentation to Nasdaq.

 

The Company is obligated to recover erroneously paid or awarded compensation on a “no fault” basis, regardless of whether any misconduct occurred or of when (or if) the restated financial statements are filed. This obligation is without regard to an executive officer’s responsibility for the erroneous financial statements. A restatement is deemed to have occurred for purposes of determining what compensation is covered by the earlier of (i) the date the Company’s Audit Committee concludes, or reasonably should have concluded, that the Company is required to prepare an accounting restatement; or (ii) the date a court, regulatory or other legally authorized body directs the Company to prepare an accounting restatement.

 

The Company may, to the extent permitted by law, enforce an executive officer’s repayment obligation under this Policy by reducing any amounts that may be owing from time-to-time by the Company or any of its subsidiaries to such officer or employee, whether as wages, severance, vacation pay or in the form of any other benefit or for any other reason.

 

Exceptions to Policy. The Company is not obligated to recover compensation under this Policy if the Compensation Committee determines that recovery of an executive officer’s compensation would be impracticable and one of the following three conditions is satisfied:

(a)
the direct expense paid to a third party to assist in enforcing the Policy would exceed the amount to be recovered (before doing so, the Company must make a reasonable attempt to recover the erroneously awarded compensation, document such reasonable attempt and provide that documentation to Nasdaq);
(b)
recovery of the compensation would violate the executive officer’s home country law, if the law was adopted prior to November 28, 2022; or
(c)
recovery of the compensation would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees, to fail to meet the requirements of Sections 401(a)(13) or 411(a) of the Internal Revenue Code and regulations thereunder.

 

Authority under Policy. The Audit Committee shall have full and final authority to make the determination set forth in Section 2(b)(ii) above, and the Compensation Committee shall have full and final authority to make all other determinations under this Policy.

 

Effective Date of Policy. This Policy shall apply to incentive-based compensation that is approved, granted or awarded on or after the Effective Date that results from attainment of a financial reporting measure based on or derived from financial information for any fiscal period ending on or after the Effective Date. From and after the Effective Date, each award agreement or other document setting forth the terms and conditions of any incentive-based compensation shall include a provision incorporating the requirements of this Policy.

 

Additional Remedies. This Policy does not limit any other remedies the Company may have available to it in the circumstances, which may include, without limitation, dismissing an employee or initiating other disciplinary procedures. The provisions of this Policy are in addition to (and not in lieu of) any rights to repayment the Company may have under Section 304 of the Sarbanes-Oxley Act of 2002 (applicable to the Chief Executive Officer and Chief Financial Officer only), and Section 10D of the Securities Exchange Act of 1934, as amended, and other applicable laws.

 

No Indemnification. Notwithstanding anything to the contrary in any other policy of the Company or any agreement between the Company and an executive officer, no executive officer shall be indemnified by the Company against the loss of any erroneously paid or awarded compensation.

 


Disclosure of Policy. This Policy will be summarized and disclosed each year in the proxy statement for the Company’s annual meeting of stockholders. The Company will also file this Policy as an exhibit to its Exchange Act annual report.



Dates Referenced Herein

This ‘10-K’ Filing    Date    Other Filings
Filed on:2/21/24None on these Dates
For Period end:12/31/23
11/28/22
 List all Filings 


44 Previous Filings that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

10/23/23  Ascent Solar Technologies, Inc.   DEF 14A    12/05/23    1:1.1M                                   Edgar Tech & Bus… Inc/FA
10/23/23  Ascent Solar Technologies, Inc.   8-K:1,5,9  10/19/23   12:386K                                   Edgar Tech & Bus… Inc/FA
 9/25/23  Ascent Solar Technologies, Inc.   S-1/A                104:11M                                    Edgar Tech & Bus… Inc/FA
 9/18/23  Ascent Solar Technologies, Inc.   S-1/A                104:11M                                    Edgar Tech & Bus… Inc/FA
 9/15/23  Ascent Solar Technologies, Inc.   8-K:3,5,9   9/11/23   11:388K                                   Edgar Tech & Bus… Inc/FA
 7/31/23  Ascent Solar Technologies, Inc.   8-K:1,3,9   7/31/23   11:389K                                   Edgar Tech & Bus… Inc/FA
 6/30/23  Ascent Solar Technologies, Inc.   8-K:1,3,9   6/29/23   12:602K                                   Edgar Filing LLC/FA
 5/26/23  Ascent Solar Technologies, Inc.   8-K:1,2,9   5/25/23   11:263K                                   Edgar Filing LLC/FA
 5/08/23  Ascent Solar Technologies, Inc.   8-K:1,5,9   5/02/23   11:288K                                   Edgar Tech & Bus… Inc/FA
 4/21/23  Ascent Solar Technologies, Inc.   8-K:1,9     4/17/23   15:712K                                   EdgarAgents LLC/FA
 4/20/23  Ascent Solar Technologies, Inc.   8-K:3,7,9   4/14/23   12:381K                                   Edgar Tech & Bus… Inc/FA
 4/13/23  Ascent Solar Technologies, Inc.   8-K:1,2,9   4/12/23   11:228K                                   EdgarAgents LLC/FA
 3/30/23  Ascent Solar Technologies, Inc.   8-K:1,2,9   3/29/23   11:234K                                   EdgarAgents LLC/FA
12/20/22  Ascent Solar Technologies, Inc.   8-K:1,2,3,712/19/22   13:1.7M                                   EdgarAgents LLC/FA
12/12/22  Ascent Solar Technologies, Inc.   8-K:1,5,8,912/11/22   14:392K                                   Edgar Tech & Bus… Inc/FA
 9/27/22  Ascent Solar Technologies, Inc.   8-K:1,5,9   9/21/22   11:378K                                   Edgar Tech & Bus… Inc/FA
 9/22/22  Ascent Solar Technologies, Inc.   8-K:5,9     9/16/22   11:250K                                   Edgar Tech & Bus… Inc/FA
 8/08/22  Ascent Solar Technologies, Inc.   8-K:1,2,3,9 8/03/22   14:634K                                   Edgar Tech & Bus… Inc/FA
 3/14/22  Ascent Solar Technologies, Inc.   10-K       12/31/21   97:12M                                    ActiveDisclosure/FA
 2/02/22  Ascent Solar Technologies, Inc.   8-K:3,5,9   2/02/22   11:199K                                   Edgar Tech & Bus… Inc/FA
11/10/21  Ascent Solar Technologies, Inc.   10-Q        9/30/21   64:6M                                     ActiveDisclosure/FA
 9/24/21  Ascent Solar Technologies, Inc.   8-K:1,3,5,9 9/24/21   11:196K                                   Edgar Tech & Bus… Inc/FA
 1/29/21  Ascent Solar Technologies, Inc.   10-K       12/31/19   95:16M                                    ActiveDisclosure/FA
 7/23/18  Ascent Solar Technologies, Inc.   8-K:3,5,9   7/23/18    2:48K
 3/17/17  Ascent Solar Technologies, Inc.   8-K:1,2,3,5 3/17/17    2:71K
 9/16/16  Ascent Solar Technologies, Inc.   8-K:3,5,9   9/16/16    2:48K
 6/02/16  Ascent Solar Technologies, Inc.   8-K:3,5,9   6/02/16    2:264K
 4/22/16  Ascent Solar Technologies, Inc.   DEF 14A     4/22/16    1:1M
12/18/15  Ascent Solar Technologies, Inc.   8-K:3,5,9  12/18/15    2:64K
12/23/14  Ascent Solar Technologies, Inc.   8-K:3,5,9  12/22/14    2:59K
10/28/14  Ascent Solar Technologies, Inc.   8-K:3,5,9  10/28/14    2:73K
 9/02/14  Ascent Solar Technologies, Inc.   8-K:3,5,9   8/26/14    2:53K
 4/09/14  Ascent Solar Technologies, Inc.   8-K:1,5,9   4/09/14    2:95K
 2/11/14  Ascent Solar Technologies, Inc.   8-K:3,5,8,9 2/07/14    3:69K
 7/01/13  Ascent Solar Technologies, Inc.   S-3                    7:940K
 1/25/13  Ascent Solar Technologies, Inc.   8-K:5,9     1/25/13    2:42K
11/10/11  Ascent Solar Technologies, Inc.   10-Q        9/30/11   42:4M
11/05/09  Ascent Solar Technologies, Inc.   10-Q        9/30/09    6:549K                                   Donnelley … Solutions/FA
 2/17/09  Ascent Solar Technologies, Inc.   8-K:5,9     2/10/09    2:133K                                   Toppan Merrill/FA
 3/30/07  Ascent Solar Technologies, Inc.   10KSB      12/31/06   12:1.1M                                   Toppan Merrill/FA
11/29/06  Ascent Solar Technologies, Inc.   8-K:1,9    11/22/06    2:91K                                    Toppan Merrill/FA
 6/19/06  Ascent Solar Technologies, Inc.   SB-2/A¶                6:696K                                   Toppan Merrill-FA
 5/26/06  Ascent Solar Technologies, Inc.   SB-2/A¶                5:667K                                   Toppan Merrill-FA
 1/23/06  Ascent Solar Technologies, Inc.   SB-2                  21:1.2M                                   Toppan Merrill-FA
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