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SEC Comment Letter for Ascent Solar Technologies, Inc. (ASTI) (CIK 0001350102) (ASTI) — Dec 22, 2016

Ascent Solar Technologies, Inc. (ASTI) (CIK 0001350102)
Date: Dec. 22, 2016 · CIK: 0001350102 · Accession: 0000000000-16-106268

AI Filing Summary & Sentiment

Sentiment
Urgency
Document Type
Confidence
SEC Posture
Company Posture

Summary

Reasoning

Date
December 31, 2015
Author
/s/ Tim Buchmiller for
Form
UPLOAD
Company
Ascent Solar Technologies, Inc. (ASTI) (CIK 0001350102)

Letter

Mail Stop 3030 December 2 2, 2016 Victor Lee Chief Executive Officer Ascent Solar Technologies, Inc. 12300 Grant Street Thornton, C olorado 80241

Re: Ascent Solar Technologies, Inc. Form 10-K for the fiscal year ended December 31, 2015 Filed March 11, 2016 File No. 001 -32919

Dear Mr. Lee :

We have reviewed your filing an d have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.

Please respond to these comments within ten busine ss days by providing the requested information or advis e us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances , please tell us why in your response.

After reviewing your response to these comments, we may have additional comments.

Item 1A. Risk Factors, page 11

1. We note your disclosur e on page 35 that Victor Lee, your Chief Executive Officer and Director, is also the managing director of Tertius Financial Group Pte Ltd, a boutique corporate advisory and private investment firm he founded in February 2009. We also note that according t o your disclosure, Mr. Lee is the only executive officer of the company and is serving as both principal executive officer and as acting principal financial officer. In your future filings as appropriate, add risk factor disclosure regarding any potential conflicts of interest that may arise from the business activities of your officer and disclose the number of hours that Mr. Lee devotes to your business.

Comparison of the Years Ended December 31, 2015 and 2014, page 28

2. We note your disclosure that yo ur revenues during 2015 increased as compared to 2014. It does not appear, however, that you have provided any discussion and analysis regarding the material factors driving that increase. Similarly, in your Form 10-Q for the

Victor Lee Ascent Solar Technologies, Inc. December 2 2, 2016 Page 2

quarterly period ended Septe mber 30, 2016, we note that your revenues decreased for the three and nine months ended September 30, 2016, but that you have not quantified the effect of each material factor that drove the decrease in your revenues. When individual line items disclosed in your statements of operations significantly fluctuate in comparison to the comparable prior period, management should quantify and disclose the nature of each item that caused the significant change. Please revise your future filings in response to thi s comment. For further guidance, please refer to Item 303 and the related instructions in Regulation S -K as well as SEC Interpretive Release No. 34-48960 (December 19, 2003).

Related Party Transactions, page 42

3. We note your disclosure on page 15 that “TFG Radiant may have the ability to prevent any transaction that requires the approval of stockholders” but that as of March 9, 2016 TFG Radiant owned approximately 3% of your common stock. In future filings, please clarify in this section and in your ri sk factor how TFG could prevent transactions that require stockholder approval. File any related stockholder agreement as required by Item 601(b)(10).

Signatures, page 46

4. Please revise your future filings to indicate who has signed your Form 10 -K in the capacity of controller or principal accounting officer. Refer to General Instruction D(2)(a) to Form 10 -K.

We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any rev iew, comments, action or absence of action by the staff.

Please contact Heather Percival at (202) 551 -3498 or Tim Buchmiller, Senior Attorney, at (202) 551 -3635 with any questions.

Sincerely,
/s/ Tim Buchmiller for

Show Raw Text
Mail Stop 3030
December 2 2, 2016

Victor Lee
Chief Executive Officer
Ascent Solar Technologies, Inc.
12300 Grant Street
Thornton, C olorado  80241

Re: Ascent Solar Technologies, Inc.
 Form 10-K for the fiscal year ended December 31, 2015
Filed March 11, 2016
File No. 001 -32919

Dear Mr. Lee :

We have reviewed your filing an d have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you  do not believe our
comments apply to your facts and circumstances , please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Item 1A.   Risk Factors, page 11

1. We note your disclosur e on page 35 that Victor Lee, your Chief Executive Officer and
Director, is also the managing director of Tertius Financial Group Pte Ltd, a boutique
corporate advisory and private investment firm he founded in February  2009.   We also
note that according t o your disclosure, Mr. Lee is the only executive officer of the
company and is serving as both principal executive officer and as acting principal
financial officer.   In your future filings as appropriate, add risk factor disclosure
regarding any potential  conflicts of interest that may arise from the business activities of
your officer and disclose the number of hours that Mr. Lee devotes to your business.

Comparison of the Years Ended December 31, 2015 and 2014, page 28

2. We note your disclosure that yo ur revenues during 2015 increased as compared to
2014.   It does not appear, however, that you have provided any discussion and analysis
regarding the material factors driving that increase.   Similarly, in your Form  10-Q for the

Victor Lee
Ascent Solar Technologies, Inc.
December 2 2, 2016
Page 2

 quarterly period ended Septe mber 30, 2016, we note that your revenues decreased for the
three and nine months ended September 30, 2016, but that you have not quantified the
effect of each material factor that drove the decrease in your revenues.   When individual
line items disclosed in your statements of operations significantly fluctuate in comparison
to the comparable prior period, management should quantify and disclose the nature of
each item that caused the significant change.   Please revise your future filings in response
to thi s comment.   For further guidance, please refer to Item  303 and the related
instructions in Regulation S -K as well as SEC Interpretive
Release  No. 34-48960  (December 19, 2003).

Related Party Transactions, page 42

3. We note your disclosure on page 15 that “TFG Radiant may have the ability to prevent
any transaction that requires the approval of stockholders” but that as of March 9, 2016
TFG Radiant owned approximately 3% of your common stock.   In future filings, please
clarify in this section and in your ri sk factor how TFG could prevent transactions that
require stockholder approval.   File any related stockholder agreement as required by Item
601(b)(10).

Signatures, page 46

4. Please revise your future filings to indicate who has signed your Form 10 -K in the
capacity of controller or principal accounting officer.   Refer to General
Instruction  D(2)(a) to Form 10 -K.

We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any rev iew, comments, action or absence of
action by the staff.

Please contact Heather Percival  at (202) 551 -3498  or Tim Buchmiller, Senior Attorney,  at
(202) 551 -3635  with any questions.

Sincerely,

 /s/ Tim Buchmiller for

Amanda Ravitz
Assistant Director
Office of Electronics and Machinery

cc: James Carroll
Faegre Baker Daniels LLP