NanoFlex Power Corporation (OTCMKTS:OPVS) Files An 8-K Entry into a Material Definitive AgreementItem 1.01
On May 2, 2018, NanoFlex Power Corporation, a Florida corporation (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Auctus Fund, LLC (“Auctus”) to which Auctus agreed to fund the Company an amount up to $210,000.00. On May 2, 2018, the Company issued Auctus a convertible promissory note in the aggregate principal amount of $210,000.00 (the “Note”). The Note entitles the holder to 12% interest per annum, and all principal and accrued interest under the Note is due on February 2, 2019 (the “Maturity Date”). Any amount of principal or interest not repaid when due shall bear an interest rate of 24% per annum.
The Note may be converted into common stock, $0.0001 par value per share (the “Common Stock”) of the Company at any time before the Note is satisfied in full at a conversion price equal to the lesser of (i) the closing price of the Common Stock on the trading day immediately prior to the date of this Note and (ii) 60% of the lowest trading price for the 25-trading day period prior to conversion. For the first 180 days following its issuance, the conversion price of the Note is subject to a floor of $0.50 per share. The Note contains customary events of default.
The closing occurred on May 4, 2018, and the Company received a net amount of $187,000.00. For one year following the closing, Auctus has a right of first refusal to purchase securities offered by the Company in an equity financing (including any debt financing with an equity component).
In connection with the issuance of the Note, Auctus was issued a commitment fee in the form of a warrant (the “Warrant”) to purchase 157,500 shares of Common Stock. The Warrant has a five-year term and an exercise price of $1.00 per share, and may be exercised utilizing a cashless exercise feature.
Auctus may not convert the Note or exercise the Warrant to the extent that such conversion or exercise would result in beneficial ownership by Auctus and its affiliates of more than 4.99% of the Company’s issued and outstanding Common Stock.
The foregoing summaries of the terms of the Note, the Warrant and the Purchase Agreement are subject to, and qualified in their entirety by, the agreements and instruments attached hereto as Exhibits 4.1, 4.2 and 10.1, respectively, which are incorporated by reference herein.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information set forth under Item 1.01 above with respect to the Note, the Purchase Agreement, the Warrant and the related agreements is incorporated herein by reference.
| Item 3.02 | Unregistered Sales of Equity Securities. |
The information set forth under Item 1.01 above with respect to the issuances of the Note and the Warrant is incorporated herein by reference. The issuances of the Note and the Warrant 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.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
NanoFlex Power Corp ExhibitEX-4.1 2 f8k050218ex4-1_nanoflex.htm FORM OF CONVERTIBLE PROMISSORY NOTE,…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.
