NanoFlex Power Corporation (OTCMKTS:OPVS) Files An 8-K Entry into a Material Definitive AgreementITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On November 21, 2017, NanoFlex Power Corporation, a Florida corporation (the “Company”) borrowed $108,000 from JSJ Investments, Inc. (“JSJ”) and issued to JSJ a $108,000 convertible promissory note with a maturity date of November 21, 2018 (the “Note”). The interest rate under the Note is 12% and the default interest rate under the Note is 18%. Under the Note JSJ is entitled at its option, to convert all or a portion of the outstanding principal amount and accrued interest of the Note at any time after the 180th day after the issuance date of the Note (the “Pre-Payment Date”) into shares of the Company’s common stock at a conversion price for each share of common stock a price which is either $.50 if the conversion is made prior to the Pre-Payment Date or if the conversion is made after the Pre-Payment Date or to an event of default under the Note, a price equal to a 42% discount to the lowest trading price during the 20 days prior to the day that JSJ requests conversion. JSJ may not convert the Note to the extent that such conversion would result in JSJ’s beneficial ownership being in excess of 4.99% of the Company’s issued and outstanding common stock together with all shares owned by JSJ and its affiliates.
If the Company, without any demand from JSJ, prepays the Note within 90 days of its issuance, the Company must pay all of the principal at a cash redemption premium of 135%; if such prepayment is made from the 91st to the 120th day after issuance, then such redemption premium is 140%; and if such prepayment is after the 121st date of the issuance of the Note and prior to the Pre-Payment Date, then such redemption premium is 145%, if such prepayment is made after the Pre-Payment Date and before the maturity date, then such redemption premium is 150%. JSJ can also demand that the Company pay the principal balance together with all interest accrued on the Note at any time prior to the maturity date of the Note.
In connection with the issuance of this Note, the Company’s transfer agent reserved 4,400,000 shares of the Company’s common stock, in the event that the Note is converted. The foregoing description of the Note is not complete and is qualified in its entirety by reference to the full text of the Note, a copy of which is filed as Exhibit 10.1 herewith and is incorporated by reference herein.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
NanoFlex Power Corp ExhibitEX-10.1 2 f8k112117ex10-1_nanoflex.htm CONVERTIBLE PROMISSORY NOTE DATED NOVEMBER 21,…To view the full exhibit click here
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.