PART I. FINANCIAL INFORMATION Item 1. Condensed Financial Statements This section presents unaudited condensed financial statements, showing decreased assets, increased liabilities, a stockholders' deficit, and a wider net loss for Q1 2023 Condensed Balance Sheets Total assets decreased to $14.6 million, liabilities increased to $16.7 million, resulting in a $2.2 million stockholders' deficit by March 31, 2023 Condensed Balance Sheet Highlights (unaudited) | Account | March 31, 2023 | December 31, 2022 | | :--- | :--- | :--- | | Total Current Assets | $8,459,234 | $12,444,180 | | Total Assets | $14,563,399 | $18,676,702 | | Total Current Liabilities | $6,977,291 | $4,973,659 | | Total Liabilities | $16,743,839 | $14,091,161 | | Total Stockholders' Equity (Deficit) | ($2,180,440) | $4,585,541 | Condensed Statements of Operations and Comprehensive Income Total revenues significantly decreased to $124,225, and net loss widened to $6.1 million due to higher operating expenses including share-based compensation Condensed Statement of Operations (unaudited) | Metric | Three Months Ended March 31, 2023 | Three Months Ended March 31, 2022 | | :--- | :--- | :--- | | Total Revenues | $124,225 | $566,210 | | Total Costs and Expenses | $5,149,541 | $2,777,143 | | Loss from Operations | ($5,025,316) | ($2,210,933) | | Net Loss | ($6,083,352) | ($4,297,249) | | Net Loss Per Share (Basic and Diluted) | ($0.17) | ($0.20) | Condensed Statements of Changes in Stockholders' Equity (Deficit) Stockholders' equity shifted from $4.6 million to a $2.2 million deficit, driven by a $6.1 million net loss and a $3.7 million accounting adjustment - Total stockholders' equity decreased from $4,585,541 at the beginning of the period to a deficit of ($2,180,440) at March 31, 202318 - Key drivers of the decrease were the net loss of $6.1 million and a $3.7 million negative adjustment upon adopting ASU 2020-06, partially offset by conversions of notes into common stock18 Condensed Statements of Cash Flow Cash used in operations increased to $4.9 million, leading to a $5.1 million decrease in cash and equivalents, ending at $6.3 million Condensed Statement of Cash Flows (unaudited) | Cash Flow Activity | Three Months Ended March 31, 2023 | Three Months Ended March 31, 2022 | | :--- | :--- | :--- | | Net cash used in operating activities | ($4,937,627) | ($2,792,080) | | Net cash used in investing activities | ($54,534) | ($141,318) | | Net cash used in financing activities | ($147,170) | $0 | | Net change in cash and cash equivalents | ($5,139,331) | ($2,933,398) | | Cash and cash equivalents at end of period | $6,343,687 | $3,028,362 | Notes to the Unaudited Condensed Financial Statements Notes detail strategic shifts to agrivoltaics and aerospace, asset acquisitions, liquidity concerns, and subsequent events including a $9 million private placement and CEO termination - The company is focusing on high-value markets like agrivoltaics and aerospace. It has dedicated its Thornton facility to Perovskite R&D and acquired manufacturing assets from Flisom AG in Switzerland2728 - Due to recurring losses and the need for additional financing, there is substantial doubt about the Company's ability to continue as a going concern47 - Subsequent to the quarter end, the company entered into an agreement for a ~$9 million private placement with Lucro Investments and acquired assets from Flisom AG for $2.8 million8485 - On April 26, 2023, the company terminated its President and CEO, Jeffrey Max, who claims the termination was not for cause. The company intends to vigorously defend against any potential claims82 Management's Discussion and Analysis of Financial Condition and Results of Operations Management discusses strategic focus, a 78% revenue decrease, increased operating expenses, a wider $6.1 million net loss, and significant liquidity challenges raising going concern doubt Overview The company targets high-value specialty solar markets like aerospace and agrivoltaics, reporting $124,225 in Q1 2023 revenue and a $453.5 million accumulated deficit - The company's strategic focus is on commercializing its proprietary solar technology in two high-value verticals: Aerospace (Space, Near-space, and Fixed Wing UAV) and Agrivoltaics95 - For the three months ended March 31, 2023, the company generated $124,225 of total revenue and had an accumulated deficit of $453,511,21496 Commercialization and Manufacturing Strategy The company shifted its Thornton facility to Perovskite R&D and acquired manufacturing assets in Zurich, Switzerland, for PV module production - In March 2023, the Thornton manufacturing facility was redeployed to focus on the industrial commercialization of the company's patent-pending Perovskite solar technologies100 - The company purchased manufacturing assets in Zurich, Switzerland, where it plans to begin production of its PV modules100 Results of Operations Q1 2023 revenues decreased 78% to $124,225, while total costs rose to $5.1 million, leading to a 42% increase in net loss to $6.1 million Comparison of Operations for Three Months Ended March 31 | Item | 2023 | 2022 | $ Change | | :--- | :--- | :--- | :--- | | Total Revenues | $124,225 | $566,210 | ($441,985) | | Total Costs and Expenses | $5,149,541 | $2,777,143 | $2,372,398 | | Loss From Operations | ($5,025,316) | ($2,210,933) | ($2,814,383) | | Net Loss | ($6,083,352) | ($4,297,249) | ($1,786,103) | - The 78% decrease in revenue was primarily due to $512,000 in milestone and engineering revenue from TubeSolar in 2022 that was not repeated in 2023107 - The increase in expenses was driven by a $1,404,450 share-based compensation expense, a $770,555 (94%) increase in SG&A, and a $259,372 (18%) increase in R&D and manufacturing operations costs109110 Liquidity and Capital Resources The company faces significant liquidity issues, using $4.9 million in cash for operations, requiring additional financing, and raising substantial doubt about its going concern ability - The company used $4,937,627 in cash for operations during the three months ended March 31, 2023112 - Management does not believe cash liquidity is sufficient for the next twelve months and will require additional financing, raising substantial doubt about the company's ability to continue as a going concern112113 Item 3. Quantitative and Qualitative Disclosures About Market Risk Primary market risks include foreign currency exchange and interest rate fluctuations, though current exposure is limited, with no significant impact expected from rate changes - The company is subject to foreign currency exchange risk as it may conduct business in other countries, but held no significant foreign funds as of March 31, 2023119 - Interest rate risk is limited to the company's cash equivalents and investment portfolio, and a change in interest rates is not expected to have a significant impact120 Item 4. Controls and Procedures Management concluded disclosure controls and procedures were effective as of March 31, 2023, with no material changes in internal control over financial reporting - Management concluded that the company's disclosure controls and procedures were effective as of March 31, 2023121 - There were no changes in internal control over financial reporting during the quarter that have materially affected, or are reasonably likely to materially affect, the company's internal control over financial reporting122 PART II. OTHER INFORMATION Item 1. Legal Proceedings The company is unaware of any legal proceedings that would materially adversely affect its business, financial condition, or operations - The company is not currently aware of any legal proceedings that it believes will have a material adverse effect on its business, financial condition, or results of operations124 Item 1A. Risk Factors Significant risks include potential Nasdaq delisting due to non-compliance with the $1.00 minimum bid price and $2.5 million stockholders' equity requirements - The company may not be able to maintain its listing on the Nasdaq Capital Market, which could limit liquidity and hinder its ability to raise capital126 - On March 23, 2023, the company received a notice from Nasdaq for non-compliance with the $1.00 minimum bid price requirement128 - The company reported a stockholders' equity deficit of ($2,180,440) as of March 31, 2023, failing the Nasdaq minimum requirement of $2,500,000, and may shortly receive a notice of non-compliance130 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds The company reported no unregistered sales or repurchases of equity securities during the three months ended March 31, 2023 - The company did not repurchase any of its equity securities during the three months ended March 31, 2023133 Item 3. Defaults Upon Senior Securities This item is not applicable, indicating no defaults upon senior securities during the reporting period - Not applicable133 Item 4. Mine Safety Disclosures This item is not applicable - Not applicable133 Item 5. Other Information The company reports no other information for this item - None133 Item 6. Exhibits This section lists all exhibits filed with or incorporated by reference into the Form 10-Q, including corporate governance documents and certifications - The report includes a list of exhibits filed, such as certificates of incorporation, bylaws, material contracts (including recent securities purchase agreements and asset purchase agreements), and officer certifications136143 Signatures The report was duly signed and authorized by the Chief Executive Officer and Chief Financial Officer on May 15, 2023 - The report was signed on May 15, 2023, by Paul Warley (Chief Executive Officer) and Jin H. Jo (Chief Financial Officer)148
Ascent Solar(ASTI) - 2023 Q1 - Quarterly Report