UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

 

ASCENT SOLAR TECHNOLOGIES, INC.

(Name of Issuer)

 

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

 

043635101
(CUSIP Number)

  

January 11, 2017

(Date of Event which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)
x Rule 13d-1(c)
¨ Rule 13d-1(d)

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

  

 

CUSIP No. 043635101 13G Page 2 of 11

 

1.  

NAMES OF REPORTING PERSONS

 

Redwood Management, LLC

 2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) x
(b) ¨
 3.  

SEC USE ONLY

 

 

4.  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Florida

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH   5.  

SOLE VOTING POWER

 

0

  6.  

SHARED VOTING POWER

 

85,000,000

  7.  

SOLE DISPOSITIVE POWER

 

0

  8.  

SHARED DISPOSITIVE POWER

 

86,465,8551

 9.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

86,465,8552

10.   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES x3
11.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

9.99% 4

12.  

TYPE OF REPORTING PERSON (see instructions)

 

OO—Limited Liability Company

 

 

1The Reporting Persons of Redwood Management, LLC, a Florida limited liability company (“Redwood”), Redwood Fund III Ltd, a limited partnership organized under the laws of the Cayman Islands (“Fund”), RDW Capital LLC, a Florida limited liability company (“RDW”), and BOU Trust, a trust organized under the laws of the State of New Jersey (“BOU,” and collectively with Redwood, Fund and RDW, the “Reporting Persons”), constitute a “group” which holds, in the aggregate, 105 shares of the Issuer’s Series E 7% Convertible Preferred Stock (the “Series E Shares”) which are convertible into 13,009,083 shares of the Issuer’s common stock, par value $0.0001 per share (the “Common Stock”), based on the current applicable conversion rate, 160 shares of the Issuer’s Series F 7% Convertible Preferred Stock (the “Series F Shares”) which are convertible into 152,380,952 shares of Common Stock, based on the current applicable conversion rate, and $2,701,787.46 in Convertible Promissory Notes issued by the Issuer (the “Notes”) which are convertible into 2,814,361,937 shares of Common Stock, based on the current applicable conversion rate. As the aforementioned conversion rates are variable, the exact number of shares of Common Stock which the Reporting Persons can acquire is inexact.
2See Footnote 1.
3The conversions of the Series E Shares, Series F Shares and the Notes are subject to a contractually stipulated 9.99% ownership restriction. The full conversion of the Series E Shares, Series F Shares and Notes by the Reporting Persons would result in the Reporting Persons owning greater than 9.99% of the total outstanding Common Stock of the Issuer.
4Based on the total of 865,524,080 shares of Common Stock outstanding on January 17, 2017, as per correspondence with the Issuer.

 

 

CUSIP No. 043635101 13G Page 3 of 11

 

 1.  

NAMES OF REPORTING PERSONS

Redwood Fund III Ltd.

 2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) x
(b) ¨
 3.  

SEC USE ONLY

 

 

4.  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Florida

NUMBER
OF SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON WITH
  5.  

SOLE VOTING POWER

 

0

  6.  

SHARED VOTING POWER

 

85,000,000

  7.  

SOLE DISPOSITIVE POWER

 

86,465,8555

  8.  

SHARED DISPOSITIVE POWER

 

86,465,8556

 9.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

86,465,8557

10.  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES x8

  

11.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

9.99%9

12.  

TYPE OF REPORTING PERSON (see instructions)

 

OO—Limited Liability Company

 

 

5The Fund holds, subject to the Blocker, 105 Series E Shares which are convertible into 13,009,083 shares of Common Stock, based on the current applicable conversion rate, and 160 Series F Shares which are convertible into 152,380,952 shares of Common Stock, based on the current applicable conversion rate.
6The Reporting Persons constitute a “group” which holds, in the aggregate, 105 shares of Series E Shares which are convertible into 13,009,083 shares of Common Stock, based on the current applicable conversion rate, 160 shares of Series F Shares which are convertible into 152,380,952 shares of Common Stock, based on the current applicable conversion rate, and $2,701,787.46 in Notes which are convertible into 2,814,361,937 shares of Common Stock, based on the current applicable conversion rate. As the aforementioned conversion rates are variable, the exact number of shares of Common Stock which the Reporting Persons can acquire is inexact.
7See Footnote 6
8See Footnote 3
9See Footnote 4.

 

 

CUSIP No. 043635101 13G Page 4 of 11

 

 1.  

NAMES OF REPORTING PERSONS

RDW Capital LLC

 2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) x
(b) ¨
 3.  

SEC USE ONLY

 

 

4.  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Florida

NUMBER
OF SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON WITH
  5.  

SOLE VOTING POWER

 

85,000,000

  6.  

SHARED VOTING POWER

 

86,465,85510

  7.  

SOLE DISPOSITIVE POWER

 

86,465,85511

  8.  

SHARED DISPOSITIVE POWER

 

86,465,85512

 9.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

86,465,85513

10.  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES x14

  

11.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

9.99%15

12.  

TYPE OF REPORTING PERSON (see instructions)

 

OO—Limited Liability Company

 

 

10RDW holds, subject to the Blocker, 85,000,000 shares of Common Stock and $2,475,717.39 of Notes convertible into 2,578,872,281 shares of Common Stock, based on the current applicable conversion rate.
11See Footnote 10.
12See Footnote 6.
13See Footnote 6.
14See Footnote 3.
15See Footnote 4.

 

 

CUSIP No. 043635101 13G Page 5 of 11

 

 1.  

NAMES OF REPORTING PERSONS

BOU Trust

 2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) x
(b) ¨   
 3.  

SEC USE ONLY

 

4.  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

New Jersey

NUMBER
OF SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON WITH
  5.  

SOLE VOTING POWER

 

0

  6.  

SHARED VOTING POWER

 

85,000,000

  7.  

SOLE DISPOSITIVE POWER

 

86,465,85516

  8.  

SHARED DISPOSITIVE POWER

 

86,465,85517

 9.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

86,465,85518

10.  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES  x19

  

11.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

9.99%20

12.  

TYPE OF REPORTING PERSON (see instructions)

 

OO—Trust

 

 

16BOU holds, subject to the Blocker, $226,070.07 of Notes convertible into 235,489,656 shares of Common Stock, based on the current applicable conversion rate.
17See Footnote 6.
18See Footnote 6.
19See Footnote 3.
20See Footnote 4.

 

 

CUSIP No. 043635101 13G Page 6 of 11

 

Item 1.

 

  (a)

Name of Issuer

Ascent Solar Technologies, Inc., a Delaware corporation.

     
  (b)

Address of Issuer’s Principal Executive Offices

12300 Grant Street, Thornton, Colorado, 80241

 

Item 2.

 

  (a)

Name of Person Filing

Redwood, Fund, RDW and BOU (collectively, the “Reporting Persons”)

     
  (b)

Address of the Principal Office or, if none, residence

16850 Collins Avenue, Suite 112-341, Sunny Isles Beach, FL  33160

     
  (c)

Citizenship

Redwood is a Florida limited liability company, Fund is a limited partnership formed under the laws of the Cayman Islands, RDW is a Florida limited liability company, and, BOU is a Trust organized under the laws of the State of New Jersey.

     
  (d)

Title of Class of Securities

Common Stock.

     
  (e)

CUSIP Number

043635101

 

 

CUSIP No. 043635101 13G Page 7 of 11

 

Item 3.  If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

  (a) ¨ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
       
  (b) ¨ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
       
  (c) ¨ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
       
  (d) ¨ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
       
  (e) ¨ An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
       
  (f) ¨ An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
       
  (g) ¨ A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
       
  (h) ¨ A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
       
  (i) ¨ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
       
  (j) ¨ Group, in accordance with §240.13d-1(b)(1)(ii)(J).

 

Item 4.  Ownership.

 

(a)Amount beneficially owned: 86,465,855
(b)Percent of class: 9.99%
(c)Number of shares as to which the Reporting Persons have:
a.Sole power to vote or to direct the vote: 85,000,000
b.Shared power to vote or to direct the vote: 85,000,000
c.Sole power to dispose or direct the disposition of: 86,465,855*
d.Shared power to dispose or direct the disposition: 86,465,855*

 

* The Reporting Persons constitute a “group” which holds, in aggregate, 105 shares of Series E Shares which are convertible into 13,009,083 shares of Common Stock, based on the current applicable conversion rate, 160 shares of Series F Shares which are convertible into 152,380,952 shares of Common Stock, based on the current applicable conversion rate, and $2,701,787.46 in Notes which are convertible into 2,814,361,937 shares of Common Stock, based on the current applicable conversion rate. As the aforementioned conversion rates are variable, the exact number of shares of Common Stock which the Reporting Persons can acquire is inexact. The aggregate beneficial ownership of the Reporting Persons is subject to the Blocker.

 

Item 5.  Ownership of Five Percent or Less of a Class.

 

Not Applicable.

 

Item 6.  Ownership of More than Five Percent on Behalf of Another Person.

 

Not applicable.

 

Item 7.  Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

 

Not applicable.

 

 

CUSIP No. 043635101 13G Page 8 of 11

 

Item 8.  Identification and Classification of Members of the Group.

 

The Reporting Persons of Redwood, the Fund, RDW, and BOU constitute a “group”.

 

Item 9.  Notice of Dissolution of Group.

 

Not applicable.

 

Item 10.  Certification.

 

 By signing below the Reporting Person certifies that, to the best of its knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

[Signatures on Following Page]

  

 

CUSIP No. 043635101 13G Page 9 of 11

 

SIGNATURES

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. 

 

  Redwood Management, LLC
       
       
  By:   /s/ John DeNobile
    Name: John DeNobile
    Title: Manager
       
  RDW Capital, LLC
       
       
  By: /s/ John DeNobile
    Name: John DeNobile
    Title: Manager
       
  BOU Trust
       
       
  By: /s/ Alan Uryniak
    Name:   Alan Uryniak
    Title: Trustee
       
  Redwood Fund III, Ltd.
       
       
  By: /s/ Gary Rogers
    Name: Gary Rogers
    Title: Manager

  

 

CUSIP No. 043635101 13G Page 10 of 11

 

Exhibit A

Joint Filing Agreement

 

In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the shares of Common Stock, par value $0.0001 per share, of ASCENT SOLAR TECHNOLOGIES, INC., and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

 

 

CUSIP No. 043635101 13G Page 11 of 11

 

SIGNATURE

 

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of the 20th day of January, 2017.

 

  Redwood Management, LLC
       
       
  By: /s/ John DeNobile
    Name: John DeNobile
    Title: Manager
       
  RDW Capital, LLC
       
       
  By: /s/ John DeNobile
    Name: John DeNobile
    Title: Manager
       
  BOU Trust
       
       
  By: /s/ Alan Uryniak
    Name:    Alan Uryniak
    Title: Trustee
       
  Redwood Fund III, Ltd.
       
       
  By:    /s/ Gary Rogers
    Name: Gary Rogers
    Title: Manager