上升太阳能技术公司美股招股说明书（2026-01-07版）

769,232 Shares of Common Stock256,411 Shares of Common Stock Issuable Upon the Exercise of Outstanding Pre-Funded Warrants1,025,643 Shares of Common Stock Issuable Upon the Exercise of Outstanding Series A Common Warrants This prospectus relates to the resale of up to 3,148,724 shares of Ascent Solar Technologies, Inc. (the “Company,” “we,” “our” or“us”) common stock, par value $0.0001 per share, by the Selling Stockholders listed in this prospectus (the “Selling Stockholders”).The shares of common stock registered for resale pursuant to this prospectus consist of (i) 769,232 shares of common stock (the“Shares”), (ii) 256,411 shares of common stock (the “Pre-Funded Warrant Shares”) issuable upon the exercise of pre-funded warrants(the “Pre-Funded Warrants”), (iii) 1,025,643 shares of common stock (the “Series A Common Warrant Shares”) issuable upon theexercise of Series A common warrants (the “Series A Warrants”), (iv) 1,025,643 shares of common stock (the “Series B CommonWarrant Shares”) issuable upon the exercise of Series B common warrants (the “Series B Warrants”), and (v) 71,795 shares ofcommon stock (the “Placement Agent Warrant Shares” and together with the Pre-Funded Warrant Shares, Series A Common Warrant For additional information about the Private Placement, see “Private Placement.” The Pre-Funded Warrants have an exercise price of $0.0001, are immediately exercisable and expire when exercised in full. TheSeries A Warrants and Series B Warrants have an exercise price of $1.70 per share and are exercisable immediately upon issuance. TheSeries A Warrants have a term of exercise equal to five (5) years following the effective date of this Registration Statement and theSeries B Warrants have a term of exercise equal to eighteen (18) months following the effective date of this Registration Statement. The Selling Stockholders may, from time to time, sell, transfer or otherwise dispose of any or all of their shares of common stockor interests in their shares of common stock on any stock exchange, market or trading facility on which the shares of common stockare traded or in private transactions. These dispositions may be at fixed prices, at prevailing market prices at the time of sale, at pricesrelated to the prevailing market price, at varying prices determined at the time of sale, or at negotiated prices. See “Plan ofDistribution” in this prospectus for more information. We will not receive any proceeds from the resale or other disposition of the Our Common Stock is listed on The Nasdaq Capital Market under the symbol “ASTI.” On January 6, 2026, the last reported saleprice for our Common Stock on The Nasdaq Capital Market was $5.29 per share. Our principal executive offices are located at 12300 This prospectus, including such information that is incorporated by reference, contains summaries of certain provisions containedin some of the documents described herein, but reference is made to the actual documents for complete information. All the summariesare qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed or havebeen incorporated by reference as exhibits to the registration statement of which this prospectus forms a part, and you may obtain An investment in our securities involves a high degree of risk. Before deciding whether to invest in our securities, youshould consider carefully the risks and uncertainties described in the section captioned “Risk Factors” contained in our AnnualReport on Form 10-K for the fiscal year ended December 31, 2024, filed with the Securities and Exchange Commission, or the Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminaloffense. This prospectus is dated January 6, 2026. ABOUT THIS PROSPECTUS Unless the context requires otherwise, references in this prospectus tothe terms “we,” “us,” “our,” “Ascent,” “Ascent Solar” orthe “Company” mean Ascent Solar Technologies, Inc. This prospectus is part of a registration statement on FormS-3that we filed with the Securities and Exchange Commission (the“SEC”) under the Securities Act of 1933, as amended (the “Securities Act”), using a “shelf” registration process. Under this shelfregistration process, the Selling Stockholders may, on a continuous basis, in one or more offerings, sell or otherwise dispose of upto3,148,724shares of common stock. This prospectus incorporates by reference important business and financial information about us We will not receive any proceeds from the sale or other disposition of the shares of common stock registered hereunder, exceptwith respect to amounts received by us upon exercise of the Warrants. PROSPECTUS SUMMARY This summary highlights selected information contained elsewhere in this prospectus. This summary does not contain all thei