NanoFlex Power Corporation (OTCMKTS:OPVS) Files An 8-K Entry into a Material Definitive AgreementItem 1.01
Private Placement Offering
On June 1, 2018, NanoFlex Power Corporation, a Florida corporation (the “Company”) made sales of the Company’s common stock, $0.0001 par value per share (the “Common Stock”) at $0.10 per share in exempt private placement transactions (the “Offering”). The Company does not plan to offer more than $1,000,000.00 in the Offering.
As a result of the Offering, anti-dilution provisions in a substantial number of outstanding Company warrants with an exercise price of $0.50 per share will be triggered. Prior to the Offering, the Company had approximately 80.6 million warrants outstanding. As a result of the Offering and the anti-dilution provisions, the price of approximately 18 million of those warrants will be reduced to $0.10 from $0.50 and an additional 42.6 million warrants with an exercise price of $0.10 per share will be issued.
The Company entered into agreements with holders of $306,000.00 of convertible promissory notes and other notes to convert them into Common Stock at $0.10 per share. The Company plans to enter into similar agreements with other holders of its convertible and other notes. The consideration for these conversions is the reduction of the conversion price of the notes to $0.10 as well as the reduction of the exercise prices of warrants held by the noteholders to $0.10 per share.
Power Up Financing
On June 26, 2018, 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 $58,000.00. On June 26, 2018, the Company issued the Power Up Note. The Power Up Note entitles the holder to 12% interest per annum and matures on April 15, 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 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 3,169,398 shares of Common Stock, in the event that the Power Up Note is converted. The Power Up Note was funded on June 27, 2018.
The foregoing summaries of the terms of the Power Up Note and the Power Up SPA are subject to, and qualified in their entirety by, the agreements and instruments attached hereto as Exhibits 4.1 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 Offering is incorporated herein by reference. The sales in the Offering were made in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Act”), to Section 4(2) of the Act.
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 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 (the “SEC”) on January 25, 2018, on January 16, 2018, the Company borrowed $54,000.00 from Power Up and issued to Power Up a convertible promissory note in the amount of $54,000.00 with a maturity date of October 30, 2018. The Company paid off this note in full on June 26, 2018, with a total payment of $71,028.49.
As reported in the Company’s current report on Form 8-K filed with the SEC on January 25, 2018, on January 16, 2018, the Company borrowed $125,000.00 from EMA Financial, LLC (“EMA”) and issued to EMA a convertible note (the “EMA Note”) in the amount of $125,000.00 with a maturity date of January 16, 2019. Because a most favored nations provision was triggered, on January 26, 2018, the EMA Note was increased to an amount of $130,000.00. The Company paid off this note in full on June 27, 2018, with a total payment of $195,821.92.
As reported in the Company’s current report on Form 8-K filed with the SEC on February 5, 2018, on January 23, 2018, the Company entered into a $130,000.00 credit arrangement from Crown Bridge Partners, LLC (“CBP”) and issued to CBP a convertible promissory note (the “CBP Note”) in the amount of $130,000.00. The first tranche under the CBP Note was in the amount of $65,000.00 and matured on July 25, 2018. The Company paid off the first tranche of the CBP Note in full on July 2, 2018, with a total payment of $98,639.73 and has not borrowed the second tranche of $65,000.00.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
NanoFlex Power Corp ExhibitEX-4.1 2 f8k060118ex4-1_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.