Ascent Solar Technologies entered into definitive agreements to sell common stock and warrants in a private placement priced at-the-market under Nasdaq rules involving shares and warrants that could yield up to $25 million in aggregate proceeds.

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).

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