NanoFlex Power Corporation (OTCMKTS:OPVS) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01
Odyssey Capital Financing
On October 24, 2019, the Company entered into a Securities Purchase Agreement (the “Odyssey SPA”) with Odyssey Capital Funding, LLC (“Odyssey”) to which Odyssey agreed to purchase a convertible redeemable note (the “Odyssey Note”) in the aggregate principal amount of $300,000. On October 24, 2019, the Company issued the Odyssey Note and received a net amount of $285,000. The Odyssey Note entitles the holder to 12% interest per annum and matures on October 24, 2020.
to the Odyssey Note, during the first six months after issuance, Odyssey may convert all or a portion of the outstanding principal of the Odyssey 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 50% while such DTC “Chill” remains in effect. Odyssey may not convert the Odyssey Note to the extent that such conversion would result in beneficial ownership by Odyssey and its affiliates of more than 4.99% of the Company’s issued and outstanding Common Stock.
If the Company prepays the Odyssey Note within 60 days of its issuance, the Company must pay all of the principal at a cash redemption premium of 120%; if such prepayment is made between the 61st day and the 120th day after the issuance of the Odyssey Note, then such redemption premium is 130%; if such prepayment is made from the 121st to the 180th day after issuance, then such redemption premium is 140%. After the 180th day following the issuance of the Odyssey Note, there shall be no further right of prepayment.
In the event all or substantially all of the assets or equity of the Company is acquired by a third party, Odyssey may elect to either (i) have the Odyssey Note redeemed by the Company in cash at a premium of 150% of the principal amount of the Odyssey Note, plus accrued but unpaid interest or (ii) convert the Odyssey Note into shares of Common Stock of the Company at the applicable conversion price.
In connection with the Odyssey Note, the Company agreed to cause its transfer agent to reserve 22,222,222 shares of Common Stock, in the event that the Odyssey Note is converted. Odyssey has the right to periodically request that the number of shares reserved be increased to at least 400% of the number of shares of Common Stock issuable upon conversion of the Odyssey Note.
The foregoing summary of the terms of the Odyssey Note and the Odyssey SPA are subject to, and qualified in its entirety by, the agreement and instrument attached hereto as Exhibits 4.1 and 10.1, respectively, which are incorporated by reference herein.
The information set forth under Item 1.01 above with respect to the Odyssey Note and the Odyssey 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 Odyssey Note is incorporated herein by reference. The issuance of the Odyssey Note was 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.
Item 8.01 Other Events.
As reported in the Company’s current report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on May 22, 2019, the Company issued to (i) Odyssey a convertible redeemable note (the “May Odyssey Note”) with a maturity date of May 6, 2020, (ii) JSJ Investments Inc. a convertible note (the “JSJ Note”) with a maturity date of May 8, 2020, (iii) Auctus Fund, LLC a convertible note (the “Auctus Note”) with a maturity date of February 15, 2020, (iv) GS Capital Partners, LLC a convertible redeemable note (the “GS Note”) with a maturity date of May 3, 2020 and (v) MorningView Financial, LLC a convertible note (the “MorningView Note”) with a maturity date of May 13, 2020. The Company paid off the May Odyssey Note and JSJ Note in full on October 25, 2019, with total payments of $368,986.30 and $91,819.21, respectively. The Company paid off the Auctus Note, the GS Note and the MorningView Note in full on October 28, 2019, with total payments of $197,794.52, $105,565.07 and $118,639.73, respectively.
(d) Exhibits
| 4.1 | Convertible Redeemable Note, issued to Odyssey Funding, LLC, dated as of October 24, 2019. |
| 10.1 | Securities Purchase Agreement, dated as of October 24, 2019, by and between NanoFlex Power Corporation and Odyssey Funding, LLC. |
NanoFlex Power Corp Exhibit
EX-4.1 2 f8k102419ex4-1_nanoflex.htm CONVERTIBLE REDEEMABLE NOTE,…
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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.