NanoFlex Power Corporation (OTCMKTS:OPVS) Files An 8-K Entry into a Material Definitive AgreementItem 1.01
Power Up Financing
On June 5, 2018, NanoFlex Power Corporation, a Florida corporation (the “Company”) entered into a Securities Purchase Agreement (the “Power Up SPA”) with Power Up Lending Group Ltd. (“Power Up”) to which Power Up agreed to purchase a convertible promissory note (the “Power Up Note”) in the aggregate principal amount of $128,000.00. On June 5, 2018, the Company issued the Power Up Note. The Power Up Note entitles the holder to 12% interest per annum and matures on March 30, 2019.
Under the Power Up Note, Power Up may convert all or a portion of the outstanding principal of the Power Up Note into shares of the Company’s common stock, $0.0001 par value per share (the “Common Stock”) beginning on the date which is 180 days from the issuance date of the Power Up Note, at a price equal to 61% of the average of the lowest two trading prices during the 15 trading day period ending on the last complete trading date prior to the date of conversion, provided, however, that Power Up may not convert the Power Up Note to the extent that such conversion would result in beneficial ownership by Power Up and its affiliates of more than 4.99% of the Company’s issued and outstanding Common Stock.
If the Company prepays the Power Up Note within 30 days of its issuance, the Company must pay all of the principal at a cash redemption premium of 110%; if such prepayment is made between the 31st day and the 60th day after the issuance of the Power Up Note, then such redemption premium is 115%; if such prepayment is made from the sixty first 61st to the 90th day after issuance, then such redemption premium is 120%; and if such prepayment is made from the 91st to the 180th day after issuance, then such redemption premium is 125%. After the 180th day following the issuance of the Power Up Note, there shall be no further right of prepayment.
In connection with the Power Up Note, the Company agreed to cause its transfer agent to reserve 7,955,869 shares of Common Stock, in the event that the Power Up Note is converted. The Power Up Note was funded on June 7, 2018.
Amendment No. 1 to MV Note
On June 6, 2018, the Company entered into an amendment (“Amendment No. 1”) to its promissory note, dated December 12, 2017 (the “MV Note”), issued by the Company to Morningview Financial, LLC (“MV”), to which the Company is obligated to repay MV $100,000.00 in aggregate principal, plus interest.
to Amendment No. 1, the Company will prepay 50% of the outstanding principal and accrued interest owed under the MV Note on or before June 11, 2018 (the “Deadline”). Unless (i) an Event of Default (as defined in the MV Note) occurs under the MV Note or (ii) the prepayment does not clear MV’s bank account before the Deadline, MV shall not be permitted to effectuate any conversion under the MV Note until on or after July 15, 2018 (the “Lock-Up”). In addition, the total balance of the MV Note as of June 11, 2018, shall immediately increase by 8%. The Company and MV can also mutually agree to extend the Lock-Up to August 15, 2018 or September 15, 2018, subject to certain terms and conditions.
The foregoing summaries of the terms of the Power Up Note, Amendment No. 1 and the Power Up SPA 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 Power Up Note, the Power Up SPA 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 issuance of the Power Up Note is incorporated herein by reference. The issuance of the Power Up 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.
As reported in the Company’s current report on Form 8-K filed with the Securities and Exchange Commission on December 22, 2017, on December 15, 2017, the Company borrowed $135,000.00 from FirstFire Global Opportunities Fund, LLC (“First”) and issued to First a convertible promissory note (the “First Note”) in the amount of $135,000.00 with a maturity date of September 15, 2018, which amount was increased to $148,500.00 as per the Memorandum of Understanding dated March 5, 2018. The Company paid off the First Note in full on June 5, 2018, with a total payment of $224,000.00.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
NanoFlex Power Corp ExhibitEX-4.1 2 f8k060518ex4-1_nano.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.