NanoFlex Power Corporation (OTCMKTS:OPVS) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01
GW Holdings Financing
On August 12, 2019, NanoFlex Power Corporation, a Florida corporation (the “Company”) entered into a Securities Purchase Agreement (the “GW SPA”) with GW Holdings Group, LLC (“GW”) to which GW agreed to purchase a convertible redeemable promissory note (the “GW Note”) in the aggregate principal amount of $69,300. On August 12, 2019, the Company issued the GW Note and received a net amount of $60,000. The GW Note entitles the holder to 12% interest per annum and matures on August 12, 2020.
to the GW Note, during the first six months after issuance, GW may convert all or a portion of the outstanding principal of the GW Note into shares of Common Stock of the Company at a fixed price equal to $0.25 per share. Thereafter, the conversion price per share shall be equal to 60% of the lowest trading price during the 20 prior trading days (including the day upon which a notice of conversion is received), provided, however, that if the Company experiences a DTC “Chill” on its shares of Common Stock, the conversion price shall be reduced to 40% while such DTC “Chill” remains in effect. GW may not convert the GW Note to the extent that such conversion would result in beneficial ownership by GW and its affiliates of more than 9.99% of the Company’s issued and outstanding Common Stock.
If the Company redeems the GW Note within 90 days of its issuance, the Company must pay all of the principal at a cash redemption premium of 135%; if such redemption is made between the 90th day and the 180th day after the issuance of the GW Note, then such redemption premium is 150%. After the 180th day following the issuance of the GW Note, there shall be no further right of redemption.
In the event all or substantially all of the assets or equity of the Company is acquired by a third party, GW may elect to either (i) have the GW Note redeemed by the Company in cash at a premium of 150% of the principal amount of the GW Note, plus accrued but unpaid interest or (ii) convert the GW Note into shares of Common Stock of the Company at the applicable conversion price.
In connection with the GW Note, the Company agreed to cause its transfer agent to reserve 6,800,000 shares of Common Stock, in the event that the GW Note is converted. GW has the right to periodically request that the number of shares reserved be increased to at least 400% the number of shares of Common Stock issuable upon conversion of the GW Note.
MorningView Financing
On August 15, 2019, the Company entered into a Securities Purchase Agreement (the “MorningView SPA”) MorningView Financial, LLC (“MorningView”) to which MorningView agreed to purchase a convertible promissory note (the “MorningView Note”) in the aggregate principal amount of $75,000. On August 15, 2019, the Company issued the MorningView Note and received a net amount of $75,000. The MorningView Note entitles the holder to 12% interest per annum and matures on August 15, 2020.
Under the MorningView Note, MorningView may, at any time, convert all or a portion of the outstanding principal of the MorningView Note into shares of Common Stock at a fixed price equal to $0.25 per share during the first 180 days following the issuance of the MorningView Note. Thereafter, the conversion price per share shall be equal to lower of (i) the closing price of the Common Stock on the trading day immediately prior to the date of issuance of the MorningView Note and (ii) 60% of the lowest trading price during the 20 prior trading days, provided, however, that if the Common Stock is not deliverable by DWAC, the conversion price shall be reduced by 10%. MorningView may not convert the MorningView Note to the extent that such conversion would result in beneficial ownership by MorningView and its affiliates of more than 4.99% of the Company’s issued and outstanding Common Stock.
If the Company prepays the MorningView Note within 90 days of its issuance, the Company must pay all of the principal at a cash redemption premium of 115%; if such prepayment is made between the 91st day and the 120th day after the issuance of the MorningView Note, then such redemption premium is 130%; if such prepayment is made from the 121st to the 150th day after issuance, then such redemption premium is 135%; if such prepayment is made from the 151st to the 180th day after issuance, then such redemption premium is 150%. After the 180th day following the issuance of the MorningView Note, there shall be no further right of prepayment.
At all times, the Company must have reserved the amount of shares of Common Stock equal to at least 800% the number of shares of Common Stock issuable upon conversion of the MorningView Note.
The foregoing summaries of the terms of the GW Note, the MorningView Note, the GW SPA and the MorningView SPA are subject to, and qualified in their entirety by, the agreements and instruments attached hereto as Exhibits 4.1, 4.2, 10.1, and 10.2, respectively, which are incorporated by reference herein.
The information set forth under Item 1.01 above with respect to the GW Note, the MorningView Note, the GW SPA and the MorningView SPA and the related agreements are incorporated herein by reference.
The information set forth under Item 1.01 above with respect to the issuances of the GW Note and the MorningView Note is incorporated herein by reference. The issuances of the GW Note and the MorningView Note were made in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Act”), to Section 4(a)(2) of the Act.
(d) Exhibits
| 4.1 | Convertible Redeemable Note, issued to GW Holdings Group, LLC, dated as of August 12, 2019. |
| 4.2 | Convertible Promissory Note, issued to MorningView Financial, LLC, dated as of August 15, 2019. |
| 10.1 | Securities Purchase Agreement, dated as of August 12, 2019, by and between NanoFlex Power Corporation and GW Holdings Group, LLC. |
| 10.2 | Securities Purchase Agreement, dated as of August 12, 2019, by and between NanoFlex Power Corporation and MorningView Financial, LLC. |
NanoFlex Power Corp Exhibit
EX-4.1 2 f8k081219ex4-1_nanoflex.htm CONVERTIBLE REDEEMABLENOTE,…
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About NanoFlex Power Corporation (OTCMKTS:OPVS)
NanoFlex Power Corporation is a development-stage company. The Company is engaged in the research and development of solar technologies. The Company’s solar technologies enable thin-film solar cell implementations. The Company’s research programs have yielded two solar thin film technology platforms: Gallium Arsenide (GaAs) thin film technology for high power applications and organic photovoltaic (OPV) technology for applications demanding aesthetics, such as semi-transparency and tinting and ultra-flexible form factors. These technologies are targeted at certain applications, including mobile and off-grid power generation; building applied photovoltaics (BAPV); building integrated photovoltaics (BIPV); space vehicles and unmanned aerial vehicles (UAVs); semi-transparent photovoltaic windows or glazing, and ultra-thin solar films or paints for automobiles or other consumer applications.
