Ascent Solar Technologies, Inc. ASTI US Equity☆

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion of our financial condition and results of operations should be read in conjunction with our audited financial statements and the notes to those financial statements appearing elsewhere in this Form 10-K. This discussion and analysis contain statements of a forward-looking nature relating to future events or our future financial performance. As a result of many factors, our actual results may differ materially from those anticipated in these forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

Overview

We are a company formed to commercialize flexible PV modules using our proprietary technology. For the year ended December 31, 2025, we generated $76,773 of total revenue, all of which, were from product sales. As of December 31, 2025, we had an accumulated deficit of approximately $499,441,465.

Significant Trends, Uncertainties and Challenges

We believe the significant trends, uncertainties and challenges that directly or indirectly affect our financial performance and results of operations include:

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Our ability to generate customer acceptance of and demand for our products;

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Successful ramping up of commercial production on the equipment installed;

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The substantial doubt about our ability to continue as a going concern due to our history of operating losses;

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Our products are successfully and timely certified for use in our target markets;

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Successful operating of production tools to achieve the efficiencies, throughput and yield necessary to reach our cost targets;

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The products we design are saleable at a price sufficient to generate profits;

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Our ability to raise sufficient capital to enable us to reach a level of sales sufficient to achieve profitability on terms favorable to us;

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Effective management of the planned ramp up of our domestic and international operations;

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Our ability to successfully develop and maintain strategic relationships with key partners, including OEMs, system integrators, and distributors, who deal directly with end users in our target markets;

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Our ability to maintain the listing of our common stock on the Nasdaq Capital Market;

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Our ability to maintain effective internal controls over financial reporting;

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Our ability to achieve projected operational performance and cost metrics;

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Our ability to enter into commercially viable licensing, joint venture, or other commercial arrangements; and

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Availability of raw materials.

Basis of Presentation: The discussion and analysis of our financial condition and results of operations are based on our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”). The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. We have identified the policies below as critical to our business operations and to the understanding of our financial results:

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Significant Accounting Policies and Estimates

For information regarding the Company’s critical and significant accounting policies, as well as recent accounting pronouncements, see Note 2 the financial statements within Item 15 of this Form 10-K.

The Company considers certain accounting estimates to be critical, as their application is made in accordance with generally accepted accounting principles that involve a significant level of estimation uncertainty and have had, or are reasonably likely to have, a material impact on the financial condition or results of operations. Detailed below is a discussion of why, to the extent the estimate is material, these estimates are subject to uncertainty and the sensitivity of the reported amounts to the methods and assumptions underlying the estimate’s calculation.

Inventories: All inventories are stated at the lower of cost or net realizable value, with cost determined using the weighted average method. Inventory balances are frequently evaluated to ensure they do not exceed net realizable value. The computation for net realizable value takes into account many factors, including expected demand, product life cycle and development plans, module efficiency, quality issues, obsolescence and others. Management's judgment is required to determine reserves for obsolete or excess inventory. If actual demand and market conditions are less favorable than those estimated by management, additional inventory write downs may be required.

Impairment of Long-lived assets: We analyze our long-lived assets (property, plant and equipment) and definitive-lived intangible assets (patents) for impairment, both individually and as a group, whenever events or changes in circumstances indicate the carrying amount of the assets may not be recoverable. Events that might cause impairment would include significant current period operating or cash flow losses associated with the use of a long-lived asset or group of assets combined with a history of such losses, significant changes in the manner of use of assets and significant negative industry or economic trends. An undiscounted cash flow analysis is estimated to determine if an impairment exists. If an impairment is determined to exist, any related loss is calculated using the difference between the fair value (estimated using the undiscounted cash flows) and the carrying value of the assets.

Share-Based Compensation: The Company measures and recognizes compensation expense for all share-based payment awards made to employees, officers, directors, and consultants based on estimated fair values. The value of the portion of the award that is ultimately expected to vest, net of estimated forfeitures, is recognized as expense on a straight-line basis, over the requisite service period in the Company’s Statements of Operations. Forfeitures are estimated at the time of grant and revised, as necessary, in subsequent periods if actual forfeitures differ from those estimates.

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Results of Operations

Comparison of the Years EndedDecember 31, 2025and2024

Year Ended December 31,

Revenues

Costs and Expenses

Other Income/(Expense)

Income/(Loss) on Equity Method Investment (858 ) (2,666 ) 1,808

Revenues. Total revenues increased by $34,880, or by 83%, for the year ended December 31, 2025, when compared to the same period in 2024. This is primarily due to more customer orders in the current period compared to prior period.

Cost of revenues. Cost of revenues is comprised primarily of material costs, repair and maintenance, direct labor and overhead expenses. Our cost of revenues increased by $47,956, or 32% for the year ended December 31, 2025, when compared to the same period in 2024. The increase in cost of revenues is primarily due to the increase in product revenue.

Research, development and manufacturing operations. Research, development and manufacturing operations costs include costs incurred for product development, pre-production and production activities in our manufacturing facility. Research, development and manufacturing operations costs also include costs related to technology development. Research, development and manufacturing operations costs increased by $142,246 or 6%, for the year ended December 31, 2025, when compared to the same period in 2024. This is primarily due to an increase in research and development cost as the Company continued to focus on product and process improvements in the current period.

Selling,general and administrative. Selling, general and administrative expenses decreased by $408,333, or 9%, for the year ended December 31, 2025, when compared to the same period in 2024. This decrease is primarily due to lower personnel and professional service costs incurred during the current year compared to the prior period.

Share-based compensation. Share-based compensation expense decreased by $109,205 or 11%, for the year ended December 31, 2025, when compared to the same period in 2024. The increase is primarily due to the Company's stock option grant to employees, directors, and advisory board in August 2024 and June 2025, partially offset by lower restricted stock unit expenses in current period.

Impairment loss. The impairment loss decreased by $524,481 or 100%. The Company recognized an impairment loss of $524,481 as part of the agreement to sell the manufacturing assets purchased in Switzerland (see Note 4) during the year ended December 31, 2024. During the current period, no impairment loss was recognized.

Other Income/(Expense). Other expense decreased by $632,943 or 107%, for the year ended December 31, 2025 when compared to the same period in 2024. During December 31, 2024, other expense was primarily comprised of other income of

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approximately $541,000 for the reversal of liabilities related to the Flisom assets (see Note 4) and approximately $165,500 in other income for the settlement of a note payable to a vendor (see Note 8) that were not repeated in the current period. This income was offset by a one-time warrant settlement expense for the repurchase of fully ratcheting warrants sold to investors and higher interest expense due to more debt in the previous year compared to the current year.

Net Income/(Loss). Our Net Loss was $7,832,755 for the year ended December 31, 2025, compared to Net Loss of $9,130,274 for the year ended December 31, 2024, a decrease of $1,297,519. The decrease is primarily due to the reasons described above.

Liquidity and Capital Resources

The Company has limited industrial scale production capabilities in its Thornton facility and continues to focus on its research and development activities to improve its PV products. The Company does not expect that sales revenue and cash flows will be sufficient to support operations and cash requirements until it has fully implemented our strategy of focusing on selling high value PV products and manufacturing at full industrial scale. During the year ended December 31, 2025, the Company used $6,903,966 in cash for operations.

Additionally, projected revenues are not anticipated to result in a positive cash flow position for the year 2025 overall and, although as of December 31, 2025, the Company has working capital of $1,178,902, Management believes that additional financing will be required for the Company to reach a level of sufficient sales to achieve profitability.

The Company continues to accelerate sales and marketing efforts related to its specialty PV application strategies through expansion of its sales and distribution channels. The Company continues activities to secure additional financing through strategic or financial investors, but there is no assurance the Company will be able to raise additional capital on acceptable terms or at all. If the Company's revenues do not increase rapidly, and/or additional financing is not obtained, the Company will be required to significantly curtail operations to reduce costs and/or sell assets. Such actions would likely have an adverse impact on the Company's future operations.

As a result of the Company’s recurring losses from operations, and the need for additional financing to fund its operating and capital requirements, there is uncertainty regarding the Company’s ability to maintain liquidity sufficient to operate its business effectively, which raises substantial doubt as to the Company’s ability to continue as a going concern.

Management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. These financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.

Statements of Cash Flows Comparison of the Years Ended December 31, 2025 and 2024

For the year ended December 31, 2025, our cash used in operations was $6,903,966 compared to $8,423,569 for the year ended December 31, 2024, a decrease of $1,519,603. The decrease is due primarily to timing of cash flows and decreased expenses. For the year ended December 31, 2025, cash used in investing activities was $107,015 compared to cash used in investing activities of $421 for the year ended December 31, 2024. The increase was primarily due to the purchase of a cost investment and fixed assets. During the year ended December 31, 2025, cash used in operations of $6,903,966 were primarily funded from 2025 and 2024 financing agreements. For the year ended December 31, 2025, our cash provided by financing activities was $6,626,731 compared to $10,546,000 for the year ended December 31, 2024, a decrease of $3,919,269. Cash provided by financing activities in 2025 was primarily derived from common stock sales under an at the market agreement, public and private stock offerings, and warrant exercises. Cash provided by financing activities in 2024 was primarily derived from common stock sales under an at the market agreement, public and private equity offerings and a series of bridge loans partially offset by loan and debt repayments and the repurchase of fully ratcheting warrants.

Off Balance Sheet Transactions

As of December 31, 2025, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Foreign Currency Exchange Risk

Although our reporting currency is the U.S. Dollar, we may conduct business and incur costs in the local currencies of other countries in which we may operate, make sales and buy materials. As a result, we are subject to currency translation risk. Further, changes in exchange rates between foreign currencies and the U.S. Dollar could affect our future net sales and cost of sales and could result in exchange losses.

We currently do not engage in hedging transactions to reduce our exposure to changes in currency exchange rates, although, we may do so in the future.

We hold no significant funds and have no significant future obligations denominated in foreign currencies as of December 31, 2025.

Interest Rate Risk

Our exposure to market risks for changes in interest rates relates primarily to our cash equivalents and investment portfolio. As of December 31, 2025, our cash equivalents consisted of operating accounts held with financial institutions and investments in money market funds. From time to time, we may hold restricted funds, money market funds, investments in U.S. government securities and high-quality corporate securities. The primary objective of our investment activities is to preserve principal and provide liquidity on demand, while at the same time maximizing the income we receive from our investments without significantly increasing risk. The direct risk to us associated with fluctuating interest rates is limited to our investment portfolio, and we do not believe a change in interest rates will have a significant impact on our financial position, results of operations, or cash flows.

Item 8. Financial Statements and Supplementary Data

The Financial Statements and Supplementary Data required by this item are included in Part IV, Item 15(a)(1) and are presented beginning on Page F-1.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms. Our disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management as appropriate to allow timely decisions regarding required disclosures. Our management conducted an evaluation required by Rules 13a-15 and 15d-15 under the Exchange Act of the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15 and 15d-15 under the Exchange Act as of December 31, 2025. Based on this evaluation, our management concluded the design and operation of our disclosure controls and procedures were effective as of December 31, 2025.

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Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our system of internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles in the United States of America and includes those policies and procedures that:

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pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;

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provide reasonable assurance transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and

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provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.

Under the supervision of the Audit Committee of the Board of Directors and with the participation of our management, including our Chief Executive Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting using the criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this evaluation, our management concluded our internal control over financial reporting were effective as of December 31, 2025. Our management reviewed the results of its assessment with the Audit Committee.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Changes in Internal Control Over Financial Reporting

There were no changes to our internal control over financial reporting during the year ended December 31, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information

During the period ended December 31, 2025, no director or officer adopted or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement, as each term is defined in Item 408(a) of Regulation S-K.

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

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PART III

Item 10. Directors, Executive Officers and Corporate Governance

EXECUTIVE OFFICERS AND DIRECTORS

Our executive officers, continuing directors and director nominees, their ages and positions with us as of March 20, 2026, are as follows:

Name Age Position

Paul Warley 64 President and Chief Executive Officer, Director

Jin Jo 48 Chief Financial Officer

Bobby Gulati 61 Chief Operating Officer

David Peterson 56 Chairman of the Board, Director

Forrest Reynolds 55 Director

Louis Berezovsky 60 Director

Gregory Thompson 70 Director

Paul Warley has been Chief Executive Officer of the Company since May 2, 2023. Prior to then, Mr. Warley served as our Chief Financial Officer from December 2022 to May 2023 and was elected to our Board in December 2023. Mr. Warley has significant experience in corporate turnarounds, restructuring, cross-border trade and capital advisory work. From 2015 to 2022, Mr. Warley was president of Warley & Company LLC, a strategic advisory firm providing executive management, capital advisory and M&A services to middle-market companies in the service, construction, technology, oil & gas, clean energy, food, retail and green-building sectors. While at Warley & Company, from 2018 to 2019 Mr. Warley was engaged as Chief Executive Officer and CFO of 360 Imaging, a provider of products and services for implant surgery and digital dentistry. From 2011 to 2015, Mr. Warley served clients in the alternative energy industry as a managing director and additionally was Chief Compliance Officer with Deloitte Corporate Finance. From 1997 to 2011, Mr. Warley was Managing Director and Region Manager for GE Capital. From 1984 to 1997, Mr. Warley was with Bank of America and Bankers Trust as a Senior Vice President. Mr. Warley holds the Financial Industry Regulatory Authority Series 7, 24 and 63 licenses. He earned his B.S. degree in Business Administration from The Citadel (The Military College of South Carolina) and served in the U.S. Army, attaining the rank of Captain. While at Warley & Company LLC, Mr. Warley provided corporate finance consulting services to BD1 Investment Holding LLC, previously a significant stockholder of the Company. We believe Mr. Warley is well-qualified to serve as our CEO and as a Director due to his business experience.

Jin Jo has been Chief Financial Officer of the Company since May 2023. Ms. Jo joined the Company in June 2021 as Financial Controller. Ms. Jo has over 20 years of experience in accounting. From 2015 to 2021, Ms. Jo was the head of technical accounting of Empower Retirement, a financial services company, where her primary focus was accounting research for complex new products, investments and transactions, and new accounting standards implementation on International Financial Reporting Standards, US GAAP and insurance Statutory Accounting Principles. From 2011 to 2015, Ms. Jo was an Inspection Specialist at the Public Company Accounting Oversight Board where she assessed auditor compliance with audit professional standards. Ms. Jo started her career in public accounting, spending 11 years in the audit and assurance practice serving both public and private companies.

Ms. Jo is a certified public accountant in the state of Colorado and earned her B.S. degree in Business Administration from the University of Colorado, Boulder. We believe Ms. Jo is well-qualified to serve as our CFO due to her business, financial and accounting experience.

Bobby Gulati has been Chief Operating Officer since May 2023. He has over 30 years of executive leadership experience in engineering and manufacturing roles. Mr. Gulati joined the Company in February 2012 as Head Equipment Engineer. In March 2014, he was promoted to Director of Equipment Engineering with emphasis on International Business Development. In 2020, Mr. Gulati was promoted to Chief Information Officer.

From 2010 to 2012 Mr. Gulati was the Director of Equipment Engineering for Twin Creeks Technologies, an amorphous silicon solar manufacturing company, and was responsible for the operations of the 5MW solar cell manufacturing facility in Senatobia, Mississippi. From 2001 to 2010, Mr. Gulati was the co-founder and President of TriStar Systems, a manufacturer of automated manufacturing and assembly equipment for the solar, aerospace and disk drive industries. From 1992 to 2000, Mr. Gulati was the co-founder and Chief Operating Officer of the publicly traded company NexStar Automation, whose focus was designing and building automated production equipment for the semiconductor and medical disposable industries. Mr. Gulati earned his B.S. degree in Electrical Engineering with a minor in Computer Science and Robotics from the University of Colorado, Denver. We believe Mr. Gulati is well-qualified to serve as our COO due to his business and management experience.

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David Peterson has served on our Board since December 2020, and has been Chairman of the Board since September 2022. Mr. Peterson has over 25 years of business management experience, including 9 years as a private equity investor, 6 years as a manager at an engineering consulting firm, and over 20 years of board experience. From January 2024 to present, Mr. Peterson has worked for Clean H2, Inc., a distributor of hydrogen electrolyzers, where he serves as the CEO for the Centennial, Colorado based company. From 2015 to 2023, Mr. Peterson worked for EPD Consultants, Inc., a privately held engineering firm headquartered in Carson, California, where he served as Senior Project Manager. From 2010 to 2015, Mr. Peterson was President and Co-Founder of Great Circle Industries, Inc., a water recycling company in southern California. His past experience includes being a board member at AIR-serv, LLC, a tire inflation vending machine manufacturer, and at American Water Investments, LLC, which provided bottled water delivery and water softening services, where Mr. Peterson also served as Interim CFO and President. Mr. Peterson has an MBA degree from the Marshall School of Business at the University of Southern California, and a B.A. from the University of California, Santa Cruz. We believe Mr. Peterson is well-qualified to serve as a director due to his extensive management and board experience.

Forrest Reynolds has served on our Board since September 2022. He has over 30 years of business and management experience and is currently the Managing Partner of CalTex Capital, LLC, a privately held, Texas based, investment firm. Previously, Mr. Reynolds served as the Chief Restructuring Officer for Centaur Gaming, LLC, a gaming development company located in Indianapolis, Indiana. In this capacity, Mr. Reynolds managed a $1.0 billion Chapter 11 bankruptcy reorganization for the company. Prior to that, Mr. Reynolds worked in the investment banking industry for over 14 years holding various positions with several multinational investment banks including Credit Suisse, BT Alex Brown (later Deutsche Bank) and UBS. Mr. Reynolds sits on the board of several private companies and is actively involved with several charitable organizations. Mr. Reynolds graduated from The University of Texas at Austin where he received a B.B.A. in Finance and a B.A. in Economics. We believe Mr. Reynolds is well-qualified to serve as a director due to his knowledge and business experience.

Louis Berezovsky has served on our Board since September 2022. He joined Eagle Infrastructure Services in July 2013 and leads the Finance and Accounting, M&A, Human Resources, Legal and IT functions. He has more than 30 years of experience in senior financial management positions across a variety of industries including 28 years of working in private equity sponsored portfolio companies. His accomplishments include the completion more than 60 acquisitions as well as multiple recapitalizations and successful sale processes. Prior to joining Eagle, Mr. Berezovsky served as Executive Vice President and Chief Financial Officer of ABRA Auto Body and Glass, Chief Financial Officer of ConvergeOne, and Chief Financial Officer of AIR-serv.

After receiving his B.S. in Accounting from the University of Minnesota, Carlson School of Management, he began his career at a Minneapolis based CPA firm. He is a Certified Management Accountant (CMA). He has also served as a member of the Board of Directors and as the Chairman of the Finance Committee for the Better Business Bureau of Minnesota and North Dakota since 2012. We believe Mr. Berezovsky is well-qualified to serve as a director due to his knowledge and business experience.

Gregory Thompson has served on our Board since April 2023. He is a four-time public company CFO with extensive global experience across several industries including technology, manufacturing, chemicals, building products, medical equipment, software and services, and public accounting. From December 2018 through June 2021, Mr. Thompson was EVP and CFO of KEMET Corporation (NYSE: KEM), a manufacturer of a broad selection of capacitor technologies, and a variety of other passive electronic components. In June 2020, KEMET was acquired by Yageo Corporation for approximately $1.8 billion. From 2008 to 2016, Mr. Thompson was EVP and CFO of Axiall Corporation (NYSE: AXLL), a manufacturer and marketer of chlorovinyls and aromatics (acetone, cumene, phenol). Axiall was sold to Westlake Chemical Corporation in late 2016. Prior to Axiall, Mr. Thompson was CFO of medical equipment manufacturer Invacare Corporation (NYSE: IVC) from 2002 to 2008, CFO of Sensormatic Electronics Corporation from 2000 to 2002, and Corporate Controller of Sensormatic from 1997 to 2000. Previously at Wang Laboratories, Inc. Mr. Thompson served as Vice President and Corporate Controller from 1994 to 1997 and Assistant controller from 1990 to 1994. He began his career at Price Waterhouse and Coopers & Lybrand where he spent 13 years serving international clients in industries including chemicals, construction, distribution, manufacturing, metals, retail, and technology.

Mr. Thompson earned a Bachelor of Science, Accounting from Virginia Tech in 1977. He is a Certified Public Accountant, and a Member of the American Institute of Certified Public Accountants. We believe Mr. Thompson is well-qualified to serve as a director due to his knowledge and business experience.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires our directors, executive officers, and persons holding more than 10% of our common stock to report their initial ownership of the common stock and other equity securities and any changes in that

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ownership in reports that must be filed with the SEC. The SEC has designated specific deadlines for these reports, and we must identify in our Annual Report on Form 10-K those persons who did not file these reports when due.

Based solely on a review of reports furnished to us, or written representations from reporting persons, we believe all directors, executive officers, and 10% owners timely filed all reports regarding transactions in our securities required to be filed in 2025 by Section 16(a) under the Exchange Act, except that Forrest Reynolds filed one late Form 4 in 2025.

CORPORATE GOVERNANCE

Overview

Our Bylaws provide that the size of our Board of Directors is to be determined from time to time by resolution of the Board of Directors, but shall consist of at least two and no more than nine members. Our Board of Directors currently consists of five members. The Board has determined that the following directors are “independent” as required by the listing standards of the Nasdaq Capital Market and by our corporate governance guidelines: Mr. Peterson, Mr. Reynolds, Mr. Berezovsky and Mr. Thompson.

Our Certificate of Incorporation provides that the Board of Directors will be divided into three classes. Our Class A directors are Forrest Reynolds and Louis Berezovsky. Our Class B directors are Paul Warley and Gregory Thompson. Our Class C director is David Peterson.

Board Leadership Structure and Role in Risk Oversight

Our corporate governance guidelines provide that unless the board chair is an independent director, the board shall appoint a Lead Independent Director. The Lead Independent Director chairs the executive sessions of the independent directors, coordinates the activities of the other independent directors and performs such other duties as deemed necessary by the board from time to time. Our Chairman is independent and as such, no Lead Independent Director has been appointed.

Risk is inherent with every business, and how well a business manages risk can ultimately determine its success. We face a number of risks, including credit risk, interest rate risk, liquidity risk, operational risk, strategic risk and reputation risk. Management is responsible for the day-to-day management of risks we face, while the Board, as a whole and through its committees, has responsibility for the oversight of risk management. In its risk oversight role, the Board of Directors has the responsibility to satisfy itself that the risk management processes designed and implemented by management are adequate and functioning as designed. To do this, the Chairman of the Board meets regularly with management to discuss strategy and the risks we face. In addition, the Audit Committee regularly monitors our enterprise risk, including financial risks, through reports from management. Senior management attends the Board meetings and is available to address any questions or concerns raised by the Board on risk management and any other matters. The Chairman of the Board and independent members of the Board work together to provide strong, independent oversight of our management and affairs through the Board’s standing committees and, when necessary, executive sessions of the independent directors.

Committees of the Board of Directors

Our Board has three standing committees: an Audit Committee, a Compensation Committee, and a Nominating and Governance Committee. Each committee operates pursuant to a charter. The charters of the Audit Committee, the Compensation Committee, and the Nominating and Governance Committee can be found on our website www.ascentsolar.com.

Audit Committee. Our Audit Committee oversees our accounting and financial reporting processes, internal systems of accounting and financial controls,relationships with independent auditors, and audits of financial statements. Specific responsibilities include the following:

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selecting, hiring and terminating our independent auditors;

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evaluating the qualifications, independence and performance of our independent auditors;

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approving the audit and non-audit services to be performed by our independent auditors;

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reviewing the design, implementation, adequacy and effectiveness of our internal controls and critical accounting policies;

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reviewing and monitoring the enterprise risk management process;

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overseeing and monitoring the integrity of our financial statements and our compliance with legal and regulatory requirements as they relate to financial statements or accounting matters;

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reviewing, with management and our independent auditors, any earnings announcements and other public announcements regarding our results of operations; and

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preparing the report that the SEC requires in our annual proxy statement.

Our Audit Committee is comprised of Mr. Berezovsky, Mr. Thompson and Mr. Reynolds. Mr. Berezovsky serves as Chairman of the Audit Committee. The Board has determined that all members of the Audit Committee are independent under the rules of the Nasdaq Capital Market, and that Mr. Berezovsky qualifies as an “audit committee financial expert,” as defined by the rules of the SEC.

Compensation Committee. Our Compensation Committee assists our Board in determining the development plans and compensation of our officers,directors and employees. Specific responsibilities include the following:

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approving the compensation and benefits of our executive officers;

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reviewing the performance objectives and actual performance of our officers; and

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administering our stock option and other equity compensation plans.

The Compensation Committee reviews all components of compensation including base salary, bonus, equity compensation, benefits and other perquisites. In addition to reviewing competitive market values, the Compensation Committee also examines the total compensation mix, pay-for-performance relationship and how all elements, in the aggregate, comprise the executives’ total compensation package. The CEO makes recommendations to the Compensation Committee from time to time regarding the appropriate mix and level of compensation for other officers. Those recommendations consider the objectives of our compensation philosophy and the range of compensation programs authorized by the Compensation Committee. The Compensation Committee may determine director compensation by reviewing peer group data. Although the Compensation Committee has the authority to retain outside third parties, it does not currently utilize any outside consultants. The Compensation Committee may delegate certain of its responsibilities, as it deems appropriate, to other committees or officers.

Our Compensation Committee is comprised of Mr. Peterson, Mr. Thompson and Mr. Reynolds. Mr. Reynolds serves as Chairman of the Compensation Committee.

Our Board has determined that all members of the Compensation Committee are independent under the rules of the Nasdaq Capital Market.

Nominating and Governance Committee. Our Nominating and Governance Committee assists our Board by identifying and recommending individualsqualified to become members of our Board, reviewing correspondence from our stockholders, and establishing, evaluating and overseeing our corporate governance guidelines. Specific responsibilities include the following:

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evaluating the composition, size and governance of our Board and its committees and making recommendations regarding future planning and the appointment of directors to our committees;

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establishing a policy for considering stockholder nominees for election to our Board; and

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evaluating and recommending candidates for election to our Board.

Our Nominating and Governance Committee is comprised of Mr. Berezovsky, Mr. Thompson and Mr. Peterson. Mr. Thompson serves as Chairman of our Nominating and Governance Committee. Our Board has determined that all members of the Nominating and Governance Committee are independent under the rules of Nasdaq Capital Market.

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When considering potential director candidates for nomination or election, the following characteristics are considered in accordance with our Nominating and Governance Committee Charter:

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high standard of personal and professional ethics, integrity and values;

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training, experience and ability at making and overseeing policy in business, government and/or education sectors;

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willingness and ability to keep an open mind when considering matters affecting interests of us and our constituents;

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willingness and ability to devote the time and effort required to effectively fulfill the duties and responsibilities related to the Board and its committees;

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willingness and ability to serve on the Board for multiple terms, if nominated and elected, to enable development of a deeper understanding of our business affairs;

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willingness not to engage in activities or interests that may create a conflict of interest with a director’s responsibilities and duties to us and our constituents; and

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willingness to act in the best interests of us and our constituents, and objectively assess Board, committee and management performances.

In addition, in order to maintain an effective mix of skills and backgrounds among the members of our Board, the following characteristics also may be considered when filling vacancies or identifying candidates:

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diversity (e.g., age, geography, professional, other);

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professional experience;

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industry knowledge (e.g., relevant industry or trade association participation);

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skills and expertise (e.g., accounting or financial);

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leadership qualities;

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public company board and committee experience;

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non-business-related activities and experience (e.g., academic, civic, public interest);

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continuity (including succession planning);

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size of the Board;

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number and type of committees, and committee sizes; and

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legal and other applicable requirements and recommendations, and other corporate governance-related guidance regarding Board and committee composition.

The Nominating and Governance Committee will consider candidates recommended by stockholders who follow the nomination procedures in our bylaws. The Nominating and Governance Committee does not have a formal policy with respect to diversity; however, as noted above, the Board and the Nominating and Governance Committee believe that it is essential that Board members represent diverse viewpoints.

Number of Meetings

The Board held a total of 17 meetings in 2025. Our Audit Committee held four meetings, our Compensation Committee held one meeting, and our Nominating and Governance Committee held one meeting in 2025. Each director attended at least 75% of the aggregate of the total number of meetings of the Board and the Board committees on which he served.

Board Member Attendance at Annual Stockholder Meetings

Although we do not have a formal policy regarding director attendance at annual stockholder meetings, directors are encouraged to attend these annual meetings absent extenuating circumstances.

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Stockholder Nominations

In accordance with our Bylaws, a stockholder wishing to nominate a director for election at an annual or special meeting of stockholders must timely submit a written proposal of nomination to us at our executive offices. To be timely, a written proposal of nomination for an annual meeting of stockholders must be received at least 90 calendar days but no more than 120 calendar days before the first anniversary of the date on which we held our annual meeting of stockholders in the immediately preceding year; provided, however, that in the event that the date of the annual meeting is advanced or delayed more than 30 calendar days from the anniversary of the annual meeting of stockholders in the immediately preceding year, the written proposal must be received: (i) at least 90 calendar days but no more than 120 calendar days prior to the date of the annual meeting; or (ii) no more than 10 days after the date we first publicly announce the date of the annual meeting. A written proposal of nomination for a special meeting of stockholders must be received no earlier than 120 calendar days prior to the date of the special meeting nor any later than the later of: (i) 90 calendar days prior to the date of the special meeting; and (ii) 10 days after the date we first publicly announce the date of the special meeting.

Each written proposal for a nominee must contain: (i) the name, age, business address and telephone number, and residence address and telephone number of the nominee; (ii) the current principal occupation or employment of each nominee, and the principal occupation or employment of each nominee for the prior ten (10) years; (iii) a complete list of companies, whether publicly traded or privately held, on which the nominee serves (or, during any of the prior ten (10) years, has served) as a member of the board of directors; (iv) the number of shares of our common stock that are owned of record and beneficially by each nominee; (v) a statement whether the nominee, if elected, intends to tender, promptly following such person’s failure to receive the required vote for election or reelection at the next meeting at which the nominee would face election or reelection, an irrevocable resignation effective upon acceptance of such resignation by the Board; (vi) a completed and signed questionnaire, representation and agreement relating to voting agreements or commitments to which the nominee is a party; (vii) other information concerning the nominee that would be required in a proxy statement soliciting the nominee’s election; and (viii) information about, and representations from, the stockholder making the nomination.

A stockholder interested in submitting a nominee for election to the Board of Directors should refer to our Bylaws for additional requirements. Upon receipt of a written proposal of nomination meeting these requirements, the Nominating and Governance Committee of the Board will evaluate the nominee in accordance with its charter and the characteristics listed above.

Compensation Committee Interlocks and Insider Participation

None of the current members of our compensation committee has ever been an executive officer or employee of ours. None of our executive officers currently serves, or has served during the last completed fiscal year, on the compensation committee or board of directors of any other entity that has one or more executive officers serving as a member of our board of directors or compensation committee.

Director Compensation

Currently, each of our non-executive directors, consisting of Mr. Berezovsky, Mr. Thompson, Mr. Peterson and Mr. Reynolds, receive an annual retainer of $75,000 in cash. The Company can also issue equity awards including restricted stock units and stock options, to our non-executive directors. We do not provide any perquisites to directors.

The following Director Compensation Table summarizes the compensation of each of our non-employee directors for services rendered to us during the year ended December 31, 2025:

2025 Director Compensation Table

Paul Warley (4) - - - - -

(1)

None.

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(2)

Mr. Berezovsky, Mr. Thompson, Mr. Peterson and Mr. Reynolds received an equity grant of 30,000, 30,000, 32,000, and 30,000 Options, respectively, in June, 2025. The Options were valued at $1.16 per Option, which represent their fair value at grant date. A third of these Options vested on June 20, 2025, a third will vest on May 28, 2026 and the remaining third will vest on May 29, 2027.

(3)

None.

(4)

Paul Warley was elected to the Company’s board of directors in December, 2023. As an executive officer of the Company, he will not receive separate compensation for his board service.

In addition to the fees listed above, we reimburse the directors for travel expenses submitted to us related to their attendance at meetings of the Board or its committees or performing their duties as directors. The directors did not receive any other compensation or personal benefits.

Code of Ethics

We have adopted a code of ethics that applies to our principal executive officer, principal financial officer, principal accounting officer and other senior finance and accounting staff. The code is designed to, among other things, deter wrongdoing and to promote the honest and ethical conduct of our officers and employees. The text of our code of ethics can be found on our Internet website at www.ascentsolar.com. If we effect an amendment to, or waiver from, a provision of our code of ethics, we intend to satisfy our disclosure requirements by posting a description of such amendment or waiver on that Internet website or via a current report on Form 8-K.

Policy on Trading, Pledging and Hedging of Company Stock

Certain transactions in our securities (such as purchases and sales of publicly traded put and call options, and short sales) create a heightened compliance risk or could create the appearance of misalignment between management and stockholders. In addition, securities held in a margin account or pledged as collateral may be sold without consent if the owner fails to meet a margin call or defaults on the loan, thus creating the risk that a sale may occur at a time when an officer or director is aware of material, non-public information or otherwise is not permitted to trade in Company securities. Our insider trading policy expressly prohibits derivative transactions of our stock by our executive officers and directors.

Compensation Clawback Policy

The Company established a policy regarding the recoupment of certain performance-based compensation payments (“Clawback Policy”), which became effective as of December 1, 2023. This policy is included as Exhibit 97 to this Annual Report.

The Audit Committee of the Company determined that no performance-based compensation (or the vesting of such compensation) within the prior three years was based upon the achievement of financial results, as reported in a Form 10-Q, Form 10-K or other report filed with the Securities and Exchange Commission (“SEC”), and therefore had no obligation, pursuant to the Company’s Clawback Policy, to recover erroneously paid or awarded compensation.

Rule 10b5-1 Sales Plans

Our policy governing transactions in our securities by directors, officers, and employees permits our officers, directors, and certain other persons to enter into trading plans complying with Rule 10b5-1 under the Exchange Act. Generally, under these trading plans, the individual relinquishes control over the transactions once the trading plan is put into place and can only put such plans into place while the individual is not in possession of material non-public information. Accordingly, sales under these plans may occur at any time, including possibly before, simultaneously with, or immediately after significant events involving our company. During 2025, none of our directors or executive officers had a Rule 10b5-1 in effect.

Communication with the Board of Directors

Stockholders may communicate with the Board by sending correspondence to our Chairman, c/o the Corporate Secretary, at our corporate address on the cover of this Form 10-K. It is our practice to forward all such correspondence to our Chairman, who is responsible for determining whether to relay the correspondence to the other members of the Board.

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Item 11. Executive Compensation

We have opted to comply with the executive compensation disclosure rules applicable to “smaller reporting companies,” as such term is defined in the rules promulgated under the Securities Act.

This section provides an overview of the compensation awarded to, earned by, or paid to each individual who served as our principal executive officer during 2025, and up to two of our next most highly compensated executive officers in respect of their service to our Company for 2025. Our named executive officers, or the Named Executive Officers, for the year ended December 31, 2025, are:

•

Paul Warley, our CEO;

•

Jin Jo, our CFO; and

•

Bobby Gulati, our COO

The following Summary Compensation Table sets forth certain information regarding the compensation of our Named Executive Officers for services rendered in all capacities to us during the years ended December 31, 2025 and 2024.

Summary Compensation Table

(1)

Mr. Warley's May 2023 CEO employment agreement provides for an annual base salary of $400,000 (increased to $450,000 in May 2024) and he received a one-time bonus of $40,000 and $85,000 in 2025 and 2024, respectively. In 2025, Mr. Warley was awarded 105,000 stock options valued at $1.16 per option, which represent their fair value at grant date. A third of these Options vested on June 20, 2025, a third will vest on May 28, 2026 and the remaining third will vest on May 29, 2027. The Company also paid $3,100 in Mr. Warley's life insurance premiums.

In 2024, Mr. Warley was awarded 2,150 restricted stock units ("RSU"), valued at $77 per RSU, which represent their grant date fair value and 23,500 stock options, valued at $4.15 per option, which represent their grant date fair value. One third of the RSUs vested on March 31, 2024 and the remaining unvested RSUs vested pro rata on January 1, 2025 and January 1, 2026. One third of these options vested on September 15, 2024. The remaining unvested options will vest pro rata annually on over the next two years.

(2)

Ms. Jo was appointed CFO in May 2023. Ms. Jo's employment agreement provides an annual base salary of $225,000 (increased to $255,000 in May 2024) and she received a one-time bonus of $40,000 and $60,000 in 2025 and 2024, respectively. In 2025, Ms. Jo was awarded 47,500 stock options valued at $1.16 per option, which represent their fair value at grant date. A third of these Options vested on June 20, 2025, a third will vest on May 28, 2026 and the remaining third will vest on May 29, 2027.

In 2024, Ms. Jo was awarded 425 RSUs, valued at $77 per RSU, which represent their grant date fair value and 11,500 stock options, valued at $4.15 per option, which represent their grant date fair value. One third of the RSUs vested on March 31, 2024 and the remaining unvested RSUs vested pro rata on January 1, 2025 and January 1, 2026. One third

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of these options vested on September 15, 2024. The remaining unvested options will vest pro rata annually on over the next two years.

(3)

Mr. Gulati was appointed COO in May 2023. Mr. Gulati's employment agreement provides an annual base salary of $225,000 (increased to $240,000 in May 2024, and increased to $255,000 in January 2025) and was paid a one-time bonus of $40,000 and $30,000 in 2025 and 2024, respectively. In 2025, Mr. Gulati was awarded 47,500 stock options valued at $1.16 per option, which represent their fair value at grant date. A third of these Options vested on June 20, 2025, a third will vest on May 28, 2026 and the remaining third will vest on May 29, 2027.

In 2024, Mr. Gulati was awarded 425 RSUs, valued at $77 per RSU, which represent their grant date fair value and 11,500 stock options, valued at $4.15 per option, which represent their grant date fair value. One third of the RSUs vested on March 31, 2024 and the remaining unvested RSUs vested pro rata on January 1, 2025 and January 1, 2026. One third of these options vested on September 15, 2024. The remaining unvested options will vest pro rata annually on over the next two years.

Executive Employment Agreements

Paul Warley

On December 31, 2025, the Company entered into a new CEO employment agreement (the "2025 CEO Agreement") with Mr. Warley, effective January 1, 2026. The 2025 CEO Agreement was entered into to replace the prior 2023 agreement which expired on December 31, 2025. Under the 2025 CEO Agreement, Mr. Warley will receive an annual base salary of $450,000 and will be eligible for a discretionary annual incentive bonus of up to 150% of this base salary if the targets are achieved. Additionally, if the Company terminates Mr. Warley without cause or following a change in control or Mr. Warley terminates employment for good reason, Mr. Warley will be entitled to receive (i) 24 months of base salary, (ii) 12 months of paid health insurance under COBRA, and (iii) full vesting acceleration of any outstanding stock options or other equity incentives. Mr. Warley will also receive a moving allowance of up to $30,000 if he relocates his primary residence to Colorado and the Company will purchase a $1 million life insurance policy that designates his spouse as the beneficiary.

Under these employment agreements, Mr. Warley is required to maintain the confidentiality of the Company’s proprietary information. The employment agreements also includes customary non-competition and non-solicitation provisions that Mr. Warley must comply with for a period of 12 months after termination of his employment with the Company.

Jin Jo

On December 31, 2025, the Company entered into a new CFO employment agreement (the "2025 CFO Agreement") with Ms. Jo, effective January 1, 2026. The 2025 CFO Agreement was entered into to replace the prior 2023 agreement which expired on December 31, 2025. Under the 2025 CFO Agreement, Ms. Jo will receive an annual base salary of $255,000 and will be eligible for a discretionary annual incentive bonus of up to 100% of this base salary if the targets are achieved. Additionally, if the Company terminates Ms. Jo without cause or following a change in control or Ms. Jo terminates employment for good reason, Ms. Jo will be entitled to receive (i) 12 months of base salary, (ii) 12 months of paid health insurance under COBRA, and (iii) full vesting acceleration of any outstanding stock options or other equity incentives.

Under these employment agreements, Ms. Jo is required to maintain the confidentiality of the Company’s proprietary information. The employment agreements also includes customary non-competition and non-solicitation provisions that Ms. Jo must comply with for a period of 12 months after termination of his employment with the Company.

Bobby Gulati

On December 31, 2025, the Company entered into a new COO employment agreement (the "2025 COO Agreement") with Mr. Gulati, effective January 1, 2026. The 2025 COO Agreement was entered into to replace the prior 2023 agreement which expired on December 31, 2025. Under the 2025 COO Agreement, Mr. Gulati will receive an annual base salary of $255,000 and will be eligible for a discretionary annual incentive bonus of up to 100% of this base salary if the targets are achieved. Additionally, if the Company terminates Mr. Gulati without cause or following a change in control or Mr. Gulati terminates employment for good reason, Mr. Gulati will be entitled to receive (i) 12 months of base salary, (ii) 12 months of paid health insurance under COBRA, and (iii) full vesting acceleration of any outstanding stock options or other equity incentives.

Under these employment agreements, Mr. Gulati is required to maintain the confidentiality of the Company’s proprietary information. The employment agreements also includes customary non-competition and non-solicitation provisions that Mr. Gulati must comply with for a period of 12 months after termination of his employment with the Company.

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The following table sets forth information concerning the outstanding equity awards granted to the named executive officer as of December 31, 2025.

Outstanding Equity Awards at Fiscal Year-End 2025

Option Awards Stock Awards

(1)

In January 2024, Mr. Warley received an equity grant of 2,150 RSUs valued at the grant date fair value of $77 per RSU. A third of these RSUs vested on March 31, 2024, a third vested on January 1, 2025 and the remaining third will vest on January 1, 2026. In August 2024, Mr. Warley received an equity grant of 23,500 Options valued at the grant date fair value of $4.15 per Option. A third of these Options vested on September 15, 2024, a third will vest on August 21, 2025 and the remaining third will vest on August 21, 2026. In June 2025, Mr. Warley received an equity grant of 105,000 Options valued at the grant date fair value of $1.16 per Option. A third of these Options vested on June 20, 2025, a third will vest on May 28, 2026 and the remaining third will vest on May 29, 2027.

(2)

In January 2024, Ms. Jo received an equity grant of 425 RSUs valued at the grant date fair value of $77. A third of these RSUs vested on March 31, 2024, a third vested on January 1, 2025 and the remaining third will vest on January 1, 2026. In August 2024, Ms. Jo received an equity grant of 11,500 Options valued at the grant date fair value of $4.15 per Option. A third of these Options vested on September 15, 2024, a third will vest on August 21, 2025 and the remaining third will vest on August 21, 2026. In June 2025, Ms. Jo received an equity grant of 47,500 Options valued at the grant date fair value of $1.16 per Option. A third of these Options vested on June 20, 2025, a third will vest on May 28, 2026 and the remaining third will vest on May 29, 2027.

(3)

In January 2024, Mr. Gulati received an equity grant of 425 RSUs valued at the grant date fair value of $77. A third of these RSUs vested on March 31, 2024, a third vested on January 1, 2025 and the remaining third will vest on January 1, 2026. In August 2024, Mr. Gulati received an equity grant of 11,500 Options valued at the grant date fair value of $4.15 per Option. A third of these Options vested on September 15, 2024, a third will vest on August 21, 2025 and the remaining third will vest on August 21, 2026. In June 2025, Mr. Gulati received an equity grant of 47,500 Options valued at the grant date fair value of $1.16 per Option. A third of these Options vested on June 20, 2025, a third will vest on May 28, 2026 and the remaining third will vest on May 29, 2027.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Security Ownership of Certain Beneficial Owners and Management

The following table shows information regarding the beneficial ownership of our common stock by our current directors, our Named Executive Officers, and our greater than 5% beneficial owners as of March 20, 2026.

Beneficial ownership is determined in accordance with the rules of the SEC and generally includes any shares over which a person exercises sole or shared voting or investment power and all shares issuable upon exercise of options or the vesting of restricted stock units within 60 days of March 20, 2026 (or May 19, 2026). For purposes of calculating the percentage of our common stock beneficially owned, the number of shares of our common stock includes 9,461,887 shares of our common stock outstanding as of March 20, 2026.

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Unless otherwise indicated, each of the stockholders listed below has sole voting and investment power with respect to the shares beneficially owned.

The address for each director or Named Executive Officer is c/o Ascent Solar Technologies, Inc., 12300 Grant Street, Thornton, Colorado 80241.

Name of Beneficial Owner No. of SharesBeneficiallyOwned Percentage

Named Executive Officers and Directors:

* Less than 1.0%

(1)

Mr. Warley’s shares includes (i) 2,683 shares of common stock, (ii) 50,667 shares of common stock underlying stock options exercisable within 60 days of March 20, 2026, (iii) 455 shares issuable upon exercise of common stock warrants, and (iv) 25,752 shares issuable upon conversion of 55 shares of Series 1C preferred stock. Does not include 77,833 shares of common stock underlying stock options not exercisable within 60 days of March 20, 2026.

(2)

Ms. Jo’s shares includes (i) 376 shares of common stock, (ii) 23,501 shares of common stock underlying stock options exercisable within 60 days of March 20, 2026, and (iii) 4,682 shares issuable upon conversion of 10 shares of Series 1C preferred stock. Does not include 35,499 shares of common stock underlying stock options not exercisable within 60 days of March 20, 2026.

(3)

Mr. Gulati’s shares includes (i) 327 shares of common stock, (ii) 23,501 shares of common stock underlying stock options exercisable within 60 days of March 20, 2026, and (iii) 2,341 shares issuable upon conversion of 5 shares of Series 1C preferred stock. Does not include 35,499 shares of common stock underlying stock options not exercisable within 60 days of March 20, 2026.

(4)

Mr. Reynolds’ shares includes (i) 312 shares of common stock, (ii) 17,333 shares of common stock underlying stock options exercisable within 60 days of March 20, 2026, (iii) 620 shares issuable upon exercise of common stock warrants, and (iv) 29,680 shares issuable upon conversion of 61 shares of Series 1C preferred stock. Does not include 23,667 shares of common stock underlying stock options not exercisable within 60 days of March 20, 2026.

(5)

Mr. Berezovsky’s shares includes (i) 424 shares of common stock, (ii) 16,333 shares of common stock underlying stock options exercisable within 60 days of March 20, 2026, (iii) 206 shares issuable upon exercise of common stock warrants, and (iv) 11,705 shares issuable upon conversion of 25 shares of Series 1C preferred stock. Does not include 23,167 shares of common stock underlying stock options not exercisable within 60 days of March 20, 2026.

(6)

Mr. Thompson’s shares includes (i) 424 shares of common stock, (ii) 16,333 shares of common stock underlying stock options exercisable within 60 days of March 20, 2026, (iii) 206 shares issuable upon exercise of common stock warrants, and (iv) 16,387 shares issuable upon conversion of 35 shares of Series 1C preferred stock. Does not include 23,167 shares of common stock underlying stock options not exercisable within 60 days of March 20, 2026.

(7)

Mr. Peterson’s shares includes (i) 1,082 shares of common stock, (ii) 17,334 shares of common stock underlying stock options exercisable within 60 days of March 20, 2026, (iii) 144 shares issuable upon exercise of common stock warrants, and (iv) 16,387 shares issuable upon conversion of 35 shares of Series 1C preferred stock. Does not include 24,666 shares of common stock underlying stock options not exercisable within 60 days of March 20, 2026.

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Securities Authorized for Issuance under Equity Compensation Plans

The following table sets forth information as of December 31, 2025 relating to all of our equity compensation plans:

Equity compensation plans approved by security holders 630,850 $ 2.15 34,082

The Company’s 2023 Equity Incentive Plan became effective in November 2023. The 2023 Plan currently has an aggregate of 103,145 shares of common stock authorized for issuance, after giving effect to the “evergreen” increase of 72,745 shares as of January 1, 2025.

The executive equity grant made to Mr. Warley in 2022 were made outside of a stockholder approved plan, in reliance upon the “inducement grant” exception provided for in the Nasdaq listing rules.

Item 13. Certain Relationships and Related Transactions, and Director Independence

Series 1C Preferred Stock Transaction

On October 17, 2024, the Company entered into a securities purchase agreement with accredited investors for a convertible preferred stock financing for approximately $1.9 million of gross proceeds and will issue approximately 1,900 shares of Series 1C convertible preferred stock (“Series 1C Preferred Stock”) at a purchase price of $1,000 per share. Approximately 75% of these securities were purchased by officers, directors and advisory board members of the Company. See Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. The Company received approximately $815,000 of gross proceeds and remaining subscription receivable was subsequently cancelled. The Series 1C Preferred Stock is convertible into common stock at any time after April 17, 2025 at the option of the holder at an initial fixed conversion price of $2.50 per share of common stock; however, the holder may not convert any portion to the extent that the holder would beneficially own more than 4.99% of the Company's outstanding shares of Common Stock outstanding immediately after giving effect to the conversion.

Holders of the Series 1C Preferred Stock will be entitled to dividends on the per share stated value of $1,000 in the amount of 10% per annum, payable quarterly. The dividend rate will increase to 15% if any of the Series 1C Preferred Stock remains outstanding on or after October 17, 2027. Unless the Company elects to pay dividends on the Series 1C Preferred Stock in cash, the Company will cumulate the dividends, in which case the accrued dividend amount shall be added to the stated value of each share of Series 1C Preferred Stock.

If at any time the closing sale price of the Company’s common stock equals at least 300% of the conversion price for the most recent 20 consecutive trading days, the Company shall have the right to redeem all, but not less than all, of the Series 1C Preferred Stock then outstanding in cash at a price equal to 110% of the stated value of the shares being redeemed.

Upon our liquidation, dissolution or winding up, holders of Series 1C Preferred Stock shall be entitled to receive in cash out of the assets of the Company, before any amount shall be paid to the holders of any of shares of common stock, an amount per share of Series 1C Preferred Stock equal to the greater of (A) 110% of the stated value of such preferred share and (B) the amount per share such holder would receive if such holder converted such preferred share into common stock immediately prior to the date of such payment.

On any matter presented to the stockholders of the Company for their action or consideration at any meeting of stockholders of the Company (or by written consent of stockholders in lieu of meeting), each holder of outstanding shares of Series 1C Preferred Stock shall be entitled to cast the number of votes equal to the number of whole shares of common stock into which the outstanding shares of Series 1C Preferred Stock held by such holder are convertible as of the record date (but only after

33

giving effect to the maximum percentage conversion limitations referred to above). Except as provided by law or by the other provisions of the Series 1C Preferred Stock, holders of Series 1C Preferred Stock shall vote together with the holders of common stock as a single class and on an as-converted to common stock basis.

Policies and Procedures with Respect to Transactions with Related Persons

The Board recognizes that related person transactions can present a heightened risk of potential or actual conflicts of interest. Accordingly, our Audit Committee charter requires that all such transactions will be reviewed and subject to approval by members of our Audit Committee, which will have access, at our expense, to our or independent legal counsel. Future transactions with our officers, directors or greater than five percent stockholders will be on terms no less favorable to us than could be obtained from independent third parties.

Director Independence

Our Board of Directors has determined that four out of our five directors are independent directors, as defined under the applicable rules of the Nasdaq Capital Market listing standards. The independent directors are Messrs. Berezovsky, Thompson, Peterson, and Reynolds.

Item 14. Principal Accounting Fees and Services

PRINCIPAL ACCOUNTANTS

Fees for audit and related services by our accounting firm, Haynie & Company, for the years ended December 31, 2025 and 2024 were as follows:

All other fees - -

Audit fees for Haynie & Company for fiscal year 2025 and 2024 represents aggregate fees for the 2025 and 2024 annual audit and quarterly reviews of the financial statements. Audit-related services consisted primarily of work performed in connection with our registration statements.

Audit Committee Pre-Approval Policies and Procedures

The Audit Committee charter provides that the Audit Committee will pre-approve all audit services and non-audit services to be provided by our independent auditors before the accountant is engaged to render these services. The Audit Committee may consult with management in the decision making process, but may not delegate this authority to management. The Audit Committee may delegate its authority to pre-approve services to one or more committee members, provided that the designees present the pre-approvals to the full committee at the next committee meeting. All audit and non-audit services performed by our independent accountants have been pre-approved by our Audit Committee to assure that such services do not impair the auditors’ independence from us.

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PART IV

Item 15. Exhibits and Financial Statement Schedules

(a)

The following documents are filed as part of this Annual Report on Form 10-K:

(1)

Financial Statements—See Index to Financial Statements at Item 8 of the Annual Report on Form 10-K.

(2)

Financial Statement Schedules—Supplemental schedules are not provided because of the absence of conditions under which they are required or because the required information is given in the financial statements or notes thereto.

(3)

Exhibits: See Item 15(b) below.

(b)

Exhibits: The exhibits listed on the accompanying Index to Exhibits on this Form 10-K are filed or incorporated into this Form 10-K by reference.

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INDEX TO EXHIBITS

Set forth below is a list of exhibits that are being filed or incorporated by reference into this Annual Report on Form 10-K:

Exhibit No. Description

36

37

23.1* Consent of Haynie & Company

101.SCH Inline XBRL Taxonomy Extension Schema with Embedded Linkbase Documents

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Filed herewith

† Denotes management contract or compensatory plan or arrangement.

Item 16. Form 10-K Summary

None.

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ASCENT SOLAR TECHNOLOGIES, INC.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on the 20th day of March, 2026.

ASCENT SOLAR TECHNOLOGIES, INC.

By: /S/ PAUL WARLEY

Paul WarleyPresident and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant in the capacities and on the dates indicated.

Signature Capacities Date

Paul Warley

Chief Financial Officer

/S/ JIN JO (Principal Financial and Accounting Officer) March 20, 2026

Jin Jo

/S/ DAVID PETERSON Chairman of the Board of Directors March 20, 2026

David Peterson

/S/ LOUIS BEREZOVSKY Director March 20, 2026

Louis Berezovsky

/S/ GREGORY THOMPSON Director March 20, 2026

Gregory Thompson

/S/ FORREST REYNOLDS Director March 20, 2026

Forrest Reynolds

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Ascent Solar Technologies, Inc.

Index to Financial Statements

Page

Report of Independent Registered Public Accounting Firm (PCAOB ID: 457) F-1

Balance Sheets F-2

Statements of Operations F-3

Statements of Stockholders’ Equity (Deficit) F-5

Statements of Cash Flows F-7

Notes to Financial Statements F-8

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and

Stockholders of Ascent Solar Technologies, Inc.

Opinion on the Financial Statements

We have audited the accompanying balance sheets of Ascent Solar Technologies, Inc. (the Company) as of December 31, 2025 and 2024, and the related statements of operations and comprehensive income, stockholders’ equity (deficit), and cash flows for each of the years in the two-year period ended December 31, 2025, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

Substantial Doubt about the Company’s Ability to Continue as a Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has had limited production which has led to the Company being dependent on outside financing to fund its operations. There is no assurance that the Company will be able to raise additional capital and cash on hand is not sufficient to sustain operations. These factors raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there were no critical audit matters.

/s/ Haynie

Haynie

Salt Lake City, Utah

March 20, 2026

We have served as the Company’s auditor since 2017.

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ASCENT SOLAR TECHNOLOGIES, INC.

BALANCE SHEETS

December 31, December 31,

ASSETS

Current Assets:

Trade receivables, net of allowance of $0 and $0, respectively - -

Other Assets:

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current Liabilities:

Long-Term Liabilities:

Accrued warranty liability - 21,225

Commitments and contingencies (Note 17)

Stockholders’ Equity:

Accumulated other comprehensive loss 12,814 4,922

The accompanying notes are an integral part of these financial statements.

F-2

ASCENT SOLAR TECHNOLOGIES, INC.

STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

For the Years Ended

December 31,

Revenues

Costs and Expenses

Other Income/(Expense)

Warrant settlement (Note 10) - (743,462 )

Income/(Loss) on Equity Method Investment (858 ) (2,666 )

Less: Series 1C preferred stock dividends (65,944 ) (33,301 )

Net Income Available to Common Shareholders $ (7,898,699 ) $ (9,163,575 )

Net Income/(Loss) Per Share (Basic and Diluted) $ (3.09 ) (10.38 )

Weighted Average Common Shares Outstanding (Basic and Diluted) 2,555,794 882,547

Other Comprehensive Income/(Loss)

Foreign currency translation gain/(loss) 7,892 (4,014 )

The accompanying notes are an integral part of these financial statements.

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ASCENT SOLAR TECHNOLOGIES, INC.

STATEMENT OF STOCKHOLDERS’ EQUITY

For the year ended December 31, 2025

Shares Amount Shares Amount Shares Amount Capital Deficit Loss

ATM facility costs - - - - - - (93,192 ) - - (93,192 )

Proceeds from Public Offering

Exercise of prefunded warrants - - - - 493,000 50 (50 ) - - -

Proceeds from Private Offering

Series 1C conversions - - (89 ) - 38,827 4 (4 ) - - -

Foreign Currency Translation Loss - - - - - - - - 7,892 7,892

The accompanying notes are an integral part of these financial statements.

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ASCENT SOLAR TECHNOLOGIES, INC.

STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT)

For the year ended December 31, 2024

Shares Amount Shares Amount Shares Amount Capital Deficit Loss (Deficit)

Common stock offering costs - - - - - - (632,604 ) - - (632,604 )

Exercise of prefunded warrants - - - - 218,775 22 (22 ) - - -

Common stock issued to settle liabilities - - - - 3,500 - 38,500 - - 38,500

Series 1C preferred stock issuance costs - - - - - - (62,721 ) - - (62,721 )

Foreign Currency Translation Loss - - - - - - - - (4,014 ) (4,014 )

The accompanying notes are an integral part of these financial statements.

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ASCENT SOLAR TECHNOLOGIES, INC.

STATEMENTS OF CASH FLOWS

For the Years Ended

December 31,

Operating Activities:

Adjustments to reconcile net loss to cash used in operating activities:

Stock issued for warrant settlement — 743,459

Stock issued for services — 38,500

Loss on equity method investment 858 2,666

Gain on settlement of liabilities, net (35,039 ) (165,548 )

Gain on Swiss liabilities (Note 5) — (541,021 )

Changes in operating assets and liabilities:

Accounts receivable — —

Prepaid expenses and other current assets (8,053 ) (49,795 )

Related party payable — 1,538

Investing Activities:

Purchase of property, plant and equipment (32,015 ) (421 )

Purchase of cost investment (75,000 ) —

Net cash provided by (used in) investing activities (107,015 ) (421 )

Financing Activities:

Proceeds from issuance of Series 1C Preferred Stock — 815,000

Proceeds from bridge loans — 1,153,750

Payment of convertible notes, cash payable, and other payable — (381,664 )

Non-Cash Transactions:

Exercise of prefunded warrants $ 50 $ 22

Series 1C conversions $ 4 $ —

The accompanying notes are an integral part of these financial statements.

F-7

ASCENT SOLAR TECHNOLOGIES, INC.

NOTES TO FINANCIAL STATEMENTS

NOTE 1. ORGANIZATION

Ascent Solar Technologies, Inc. (“Ascent” or the "Company") was incorporated on October 18, 2005 from the separation by ITN Energy Systems, Inc. (“ITN”) of its Advanced Photovoltaic Division and all of that division’s key personnel, core technologies, and certain trade secrets and royalty free licenses to use in connection with the manufacturing, developing marketing, and commercializing Copper-Indium-Gallium-diSelenide (“CIGS”) photovoltaic (“PV”) products. ITN, a private company incorporated in 1994, is an incubator dedicated to the development of thin film, PV, battery, fuel cell and nano technologies. Through its work on research and development contracts for private and governmental entities, ITN developed proprietary processing and manufacturing know how applicable to PV products generally, and CIGS PV products in particular. ITN formed Ascent to commercialize its investment in CIGS PV technologies.

The Company focus is on integrating its PV products into scalable and high value markets such as space power beaming, aerospace, satellites, near earth orbiting vehicles, fixed wing unmanned aerial vehicles (“UAV”), aquatic, terrestrial, and other weight-sensitive markets (including DoD drone and space operations). The value proposition of Ascent’s proprietary solar technology not only aligns with the needs of customers in these industries, but also overcomes many of the obstacles other solar technologies face in these unique markets. Ascent has the capability to design and develop finished products for end users in these areas as well as collaborate with strategic partners to design and develop custom integrated solutions for products like satellites, spacecraft, airships and fixed-wing UAVs. Ascent sees significant overlap of the needs of end users across some of these industries and can achieve economies of scale in sourcing, development, and production in commercializing products for these customers.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates: The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash Equivalents: The Company classifies all short-term investments in interest bearing bank accounts and highly liquid debt securities purchased with an original maturity of three months or less to be cash equivalents. The Company maintains cash balances which may exceed federally insured limits. The Company does not believe this results in significant credit risk.

Inventories: All inventories are stated at the lower of cost or net realizable value, with cost determined using the weighted average method. Inventory balances are frequently evaluated to ensure they do not exceed net realizable value. The computation for net realizable value takes into account many factors, including expected demand, product life cycle and development plans, module efficiency, quality issues, obsolescence and others. Management's judgment is required to determine reserves for obsolete or excess inventory. As of December 31, 2025, and 2024, the Company had inventory reserve balances of $70,765 and $70,524, respectively. If actual demand and market conditions are less favorable than those estimated by management, additional inventory write downs may be required.

Property, Plant and Equipment: Property, plant and equipment are recorded at the original cost to the Company. Assets are being depreciated over estimated useful lives of three to 10 years using the straight-line method, as presented in the table below, commencing when the asset is placed in service. Leasehold improvements are depreciated over the shorter of the remainder of the lease term or the life of the improvements. Upon retirement or disposal, the cost of the asset disposed of and the related accumulated depreciation are removed from the accounts and any gain or loss is reflected in income. Expenditures for repairs and maintenance are expensed as incurred.

Useful Lives

in Years

Manufacturing machinery and equipment 5 - 10

Furniture, fixtures, computer hardware/software 3 - 7

Leasehold improvements life of lease

Patents: At such time as the Company is awarded patents, patent costs are amortized on a straight-line basis over the legal life on the patents, or over their estimated useful lives, whichever is shorter. As of December 31, 2025, and 2024, the Company had net patent costs of $9,131 and $28,494, respectively. Of these amounts $9,131 and $185 represent costs net of amortization incurred for awarded patents, and the remaining $0 and $28,309 represents costs incurred for patent in process applications as

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of December 31, 2025 and 2024, respectively. No patent costs were capitalized during the years ended December 31, 2025 and 2024. Amortization expense was $4,075 and $6,493 for the years ended December 31, 2025 and 2024, respectively.

As of December 31, 2025, future amortization of patents is expected as follows:

Impairment of Long-lived Assets: The Company analyzes its long-lived assets (property, plant and equipment) and definitive-lived intangible assets (patents) for impairment, both individually and as a group, whenever events or changes in circumstances indicate the carrying amount of the assets may not be recoverable. Events that might cause impairment would include significant current period operating or cash flow losses associated with the use of a long-lived asset or group of assets combined with a history of such losses, significant changes in the manner of use of assets and significant negative industry or economic trends. An undiscounted cash flow analysis is calculated to determine if impairment exists. If impairment is determined to exist, any related loss is calculated using the difference between the fair value and the carrying value of the assets. During the years ended December 31, 2025 and 2024, the Company recognized an impairment charge of $0 and $524,481, respectively. See Note 4 for further discussion on the impairment charge.

Equity Method Investment: The Company accounts for its investments in stock of other entities over which the Company has significant influence, but not control, using the equity method of accounting. Under the equity method of accounting, the Company increases its investment for contributions made and records its proportionate share of net earnings, declared dividends and investment distributions based on the most recently available financial statements of the investee. The Company re-evaluates the classification at each balance sheet date and when events or changes in circumstances indicate that there is a change in the Company’s ability to exercise significant influence. The Company evaluates its equity method investments for potential impairment whenever events or changes in circumstances indicate that there is an other-than-temporary decline in the value of the investment. Declines in fair value that are deemed to be other-than-temporary are charged to Other income (expense), net.

Other Investment: The Company accounts for its investments without a readily determinable fair value that does not qualify for measurement at net asset value as a practical expedient at its cost minus impairment, if any. If the Company identifies observable price changes in orderly transactions for the identical or a similar investment of the same issuer, the Company will measure the equity security at fair value as of the date that the observable transaction occurred. The Company reassesses at each reporting period whether the equity investment without a readily determinable fair value continues to qualify to be measured at cost.

As of December 31, 2025, the Company invested $75,000 in a company without a readily determinable value and will make an additional $200,000 investment in four installment payments of $50,000 each payable on or before January 15, 2026, March 15, 2026, May 15, 2026, and July 15, 2026.

Other Assets: Other assets is comprised of the following:

As of December 31,

Related Party Payables: The Company accounts for fees due to board members in the related party payables account on the Balance Sheets.

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Convertible Notes: The Company issues, from time to time, convertible notes. Refer to Note 10 for further information.

Convertible Preferred Stock: The Company evaluates its preferred stock instruments under FASB ASC 480, "Distinguishing Liabilities from Equity" to determine the classification, and thereby the accounting treatment, of the instruments. Refer to Notes 11 and 12 for further discussion on the classification of each instrument.

Product Warranties: The Company provides a limited warranty to the original purchaser of products against defective materials and workmanship. Warranty accruals are recorded at the time of sale and are estimated based upon product warranty terms and historical experience. The Company assesses the adequacy of its liabilities and makes adjustments as necessary based on known or anticipated warranty claims, or as new information becomes available.

Leases: The Company determines if an arrangement is a lease or contains a lease at the inception of the contract. The Company accounts for non-lease components, such as certain taxes, insurance and common area maintenance, separate from the lease arrangement. Operating lease liabilities, which represent the Company’s obligation to make lease payments arising from the lease, and corresponding Operating lease right-of-use assets, which represent the Company’s right to use an underlying asset for the lease term, are recognized at the commencement date of the lease based on the present value of fixed future payments over the lease term. The Company utilizes the lease term for which it is reasonably certain to use the underlying asset, including consideration of options to extend or terminate the lease. Incentives received from landlords are recorded as a reduction to the lease right-of-use assets. The Company does not recognize lease right-of-use assets and corresponding lease liabilities for leases with initial terms of 12 months or less.

The Company calculates the present value of future payments using the discount rate implicit in the lease, if available, or its incremental borrowing rate. The incremental borrowing rate is the rate of interest that a lessee would have to pay to borrow on a collateralized basis over a similar term at an amount equal to the lease payments in a similar economic environment. In determining the Company's operating lease right of use assets and operating lease liabilities, the Company applied these incremental borrowing rates to the minimum lease payments within the lease agreement.

Revenue Recognition:

Product revenue. The Company recognizes revenue for the sale of PV product sales at a point in time following the transfer of control of such products to the customer, which typically occurs upon shipment or delivery depending on the terms of the underlying contracts. For product sales contracts that contain multiple performance obligations, the Company allocates the transaction price to each performance obligation identified in the contract based on relative standalone selling prices, or estimates of such prices, and recognize the related revenue as control of each individual product is transferred to the customer.

During the years ended December 31, 2025 and 2024, the Company recognized product revenue of $76,773 and $41,893, respectively. For the year ended December 31, 2025, one customer represented 52% of total product revenue. For the year ended December 31, 2024, one customer represented 53% of total product revenue.

Milestone and engineering revenue. Each milestone and engineering arrangement is a separate performance obligation. The transaction price is estimated using the most likely amount method and revenue is recognized as the performance obligation is satisfied through achieving manufacturing, costs or engineering targets. No milestone revenue was recognized during the years ended December 31, 2025 and 2024.

Government contracts revenue. Revenue from government research and development contracts is generated under terms that include cost plus fee, cost share, or firm fixed price. The Company generally recognizes this revenue over time using cost-based input methods, which recognize revenue and gross profit as work is performed based on the relationship between actual costs incurred compared to the total estimated costs of the contract. In applying cost-based input methods of revenue recognition, we use the actual costs incurred relative to the total estimated costs to determine our progress towards contract completion and to calculate the corresponding amount of revenue to recognize.

Cost based input methods of revenue recognition are considered a faithful depiction of our efforts to satisfy long-term government research and development contracts and therefore reflect the performance obligations under such contracts. Costs incurred that do not contribute to satisfying the Company's performance obligations are excluded from our input methods of revenue recognition as the amounts are not reflective of transferring control under the contract. Costs incurred towards contract completion may include direct costs plus allowable indirect costs and an allocable portion of the fixed fee. If actual and estimated costs to complete a contract indicate a loss, provision is made for the anticipated loss on the contract.

No government contract revenue was recognized for the years ended December 31, 2025 and 2024.

Receivables and Allowance for Doubtful Accounts: Trade accounts receivable are recorded at the invoiced amount as the result of transactions with customers. The Company maintains allowances for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments. The Company estimates the collectability of accounts

F-10

receivable using analysis of historical bad debts, customer creditworthiness and current economic trends. The Company also applies the practical expedient allowing the Company to assume that current conditions as of the balance sheet date do not change for the remaining life of the asset. Reserves are established on an account-by-account basis and are written off against the allowance in the period in which the Company determines that is it probable that the receivable will not be recovered.

The Company bills the government under cost-based research and development contracts at provisional billing rates which permit the recovery of indirect costs. These rates are subject to audit on an annual basis by the government agencies’ cognizant audit agency. The cost audit may result in the negotiation and determination of the final indirect cost rates. In the opinion of management, re-determination of any cost-based contracts will not have a material effect on the Company’s financial position or results of operations.

As of December 31, 2025 and 2024, the Company had no accounts receivable, net balance and no allowance for doubtful accounts.

The payment terms and conditions in customer contracts vary. Customers required to prepay are represented by deferred revenues, included in Accrued Liabilities on the Balance Sheets, until the Company’s performance obligations are satisfied. Invoiced customers are typically required to pay within 30 days of invoicing. Deferred revenue was as follows:

Recognized as revenue (7,700 )

Recognized as revenue (12,729 )

Shipping and Handling Costs: The Company classifies shipping and handling costs for products shipped to customers as a component of “Cost of revenues” on the Company’s Statements of Operations. Customer payments of shipping and handling costs are recorded as a component of Revenues.

Share-Based Compensation: The Company measures and recognizes compensation expense for all share-based payment awards made to employees, officers, directors, and consultants based on estimated fair values at grant date. The value of the portion of the award that is ultimately expected to vest, net of estimated forfeitures, is recognized as expense on a straight-line basis, over the requisite service period in the Company’s Statements of Operations. Forfeitures are estimated at the time of grant and revised, as necessary, in subsequent periods if actual forfeitures differ from those estimates.

Research, Development and Manufacturing Operations Costs: Research, development and manufacturing operations expenses were $2,443,194 and $2,300,948 for the years ended December 31, 2025 and 2024, respectively. Research, development and manufacturing operations expenses include: 1) technology development costs, which include expenses incurred in researching new technology, improving existing technology and performing federal government research and development contracts, 2) product development costs, which include expenses incurred in developing new products and lowering product design costs, and 3) pre-production and production costs, which include engineering efforts to improve production processes, material yields and equipment utilization, and manufacturing efforts to produce saleable product. Research, development and manufacturing operations costs are expensed as incurred, with the exception of costs related to inventoried raw materials, work-in-process and finished goods, which are expensed as cost of revenue as products are sold.

Marketing and Advertising Costs: Marketing and advertising costs are expensed as incurred. Marketing and advertising expenses were $4,227 and $0 for the years ended December 31, 2025 and 2024, respectively.

Other Income (Expense): Other income/(expense), net is comprised as follows:

Year ended

Swiss liabilities (Note 4) - 541,021

F-11

Income Taxes: Deferred income taxes are provided using the liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of the changes in tax laws and rates as of the date of enactment. Interest and penalties, if applicable, would be recorded in income tax (benefit) / expense.

Due to uncertainties in any tax audit outcome, our estimates of the ultimate settlement of our unrecognized tax positions may change and the actual tax benefits may differ significantly from the estimates. We regularly assess the likelihood of favorable or unfavorable outcomes resulting from these examinations to determine the adequacy of our provision for income taxes. This evaluation is based on factors including, but not limited to, changes in facts or circumstances, changes in tax law, effectively settled issues under audit, and new audit activity.

Earnings per Share: Earnings per share (“EPS”) are the amount of earnings attributable to each share of common stock. Basic EPS has been computed by dividing income available to common stockholders by the weighted-average number of common shares outstanding during the period. Income available to common stockholders includes dividends on cumulative preferred stock (whether or not earned). Diluted earnings per share have been computed by dividing net income adjusted on an if-converted basis for the period by the weighted average number of common shares and dilutive common shares outstanding (which consist primarily of warrants, stock options, and convertible securities using the treasury stock method or the if-converted method, as applicable, to the extent they are dilutive).

Approximately 762,000 potentially dilutive shares and 652,000 potentially dilutive warrants for the year ended December 31, 2025 and approximately 49,000 dilutive shares and 115,000 dilutive warrants for the year ended December 31, 2024 were omitted because they were anti-dilutive.

Fair Value Estimates: Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The Company uses fair value hierarchy based on three levels of inputs, of which, the first two are considered observable and the last unobservable, to measure fair value:

•

Level 1 – Quoted prices in active markets for identical assets or liabilities.

•

Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

•

Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

Certain long-lived assets and current liabilities have been measured at fair value on a recurring and non-recurring basis. The carrying value for cash and cash equivalents, accrued expenses and other assets and liabilities approximate their fair values due to their short maturities.

Segment Reporting: The Company has one reportable segment, PV. The PV segment sells PV products and engineering services and currently, is primarily selling it in North America. The Company’s chief operating decision maker (“CODM”), who is the Company’s Chief Executive Officer, makes significant operating decisions and assesses the performance of the Company as a single business segment.

The CODM regularly reviews the Company’s company wide Balance Sheet and Statement of Operations to determine how to allocate resources within the Company. The CODM assesses performance and decides how to allocate resources based on Net Income that also is reported on the Statement of Operations and reviews significant expenses as outlined in the Statement of Operations. The CODM uses Net Income to evaluate how to reinvest profits into the PV segment assets, research and development, employees, and other resources. The measure of segment assets is reported on the Balance Sheet as total assets.

Recently Adopted Accounting Standards

In December 2023, the FASB issued ASU 2023-09, Income Taxes: Improvements to Income Tax Disclosures ("ASU 2023-09"). ASU 2023-09 improves income tax disclosures by requiring public entities annually to (1) disclose specific categories in the rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold. ASU 2023-09 is effective for public entities for annual periods beginning after December 15, 2024. Entities are permitted to early

F-12

adopt the standard for annual financial statements that have not yet been issued or made available for issuance. The Company adopted the ASU 2023-09 disclosures on a prospective basis.

Recently Issued Accounting Standards

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures ("ASU 2024-03"). ASU 2024-03 requires disaggregated disclosure of income statement expenses for public business entities. The ASU does not change the expense captions an entity presents on the face of the income statement; rather, it requires disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the financial statements. ASU 2024-03 is effective for public entities for annual periods beginning after December 15, 2026 and interim periods within annual reporting periods beginning after December 15, 2027. Entities are permitted to early adopt and can adopt prospectively or retrospectively. Management is evaluating the impact of this ASU on the Company's financial statements.

In December 2025, the FASB issued ASU 2025-11, Government Grants–Accounting for Government Grants Received by Business Entities ("ASU 2025-11"). ASU 2025-11 established accounting for a government grant received by a business entity, including guidance for (1) a grant related to an asset and (2) a grant related to income. ASU 2025-11 is effective for public entities for annual periods beginning after December 15, 2028 and interim reporting periods within those annual reporting periods. Entities are permitted to early adopt and can elect to adopt using a modified prospective, a modified retrospective, or a retrospective approach. Management is evaluating the impact of this ASU on the Company's financial statements.

NOTE 3. LIQUIDITY, CONTINUED OPERATIONS, AND GOING CONCERN

The Company continued to enter into financing arrangements during the year ended December 31, 2025, to fund operations.

The Company has limited industrial scale production capabilities in its Thornton facility and continues to focus on its research and development activities to improve its PV products. The Company does not expect that sales revenue and cash flows will be sufficient to support operations and cash requirements until it has fully implemented our strategy of focusing on selling high value PV products and manufacturing at full industrial scale. During the year ended December 31, 2025 the Company used $6,903,966 in cash for operations. As of December 31, 2025, the Company had $2,205,777 in current liabilities.

Additionally, projected revenues are not anticipated to result in a positive cash flow position for the year 2025 overall and, although as of December 31, 2025, the Company has a working capital of $1,178,902, Management believes that additional financing will be required for the Company to reach a level of sufficient sales to achieve profitability.

The Company continues to accelerate sales and marketing efforts related to its specialty PV application strategies through expansion of its sales and distribution channels. The Company also continues activities to secure additional funding through strategic or financial investors, but there is no assurance the Company will be able to raise additional capital on acceptable terms or at all. If the Company's revenues do not increase rapidly, and/or additional financing is not obtained, the Company will be required to significantly curtail operations to reduce costs and/or sell assets. Such actions would likely have an adverse impact on the Company's future operations.

As a result of the Company’s recurring losses from operations, and the need for additional financing to fund its operating and capital requirements, there is uncertainty regarding the Company’s ability to maintain liquidity sufficient to operate its business effectively, which raises substantial doubt as to the Company’s ability to continue as a going concern.

Management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. These financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.

NOTE 4. ASSET ACQUISITION

On April 17, 2023, the Company entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with Flisom (the “Seller”), pursuant to which, among other things, the Company purchased certain assets relating to thin-film photovoltaic manufacturing and production from the Seller (collectively, the “Assets”). The Company also acquired, by operation of Swiss law, the employment contracts of certain employees of Seller in Switzerland who were functionally predominantly working with the Assets, subject to such employees being offered the right to remain employed by Seller after the closing of the Transaction.

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At the Closing, the Company and Seller also entered into (i) a Transition Services Agreement requiring the Seller to provide transition support for the Company’s operation of the Assets, with fees to be paid by the Company for performing defined support services, (ii) a Sublease Agreement allowing the Company’s to use the Manufacturing Facility where the Assets are located, and (iii) a Technology License Agreement, pursuant to which Seller granted the Company a revocable, non-exclusive license to certain intellectual property rights of the Seller used in the operation of the Assets (the “Licensed IP”), subject to certain encumbrances on the Licensed IP in favor of Seller’s lender. The Company will also receive proceeds from fulfilling a supply agreement obligation for one of the Seller’s customers.

The total purchase price, including transaction costs of $1,283,926, was allocated as follows:

Asset Price Allocation

Inventory

Fixed Assets