NanoFlex Power Corporation (OTCMKTS:OPVS) Files An 8-K Entry into a Material Definitive AgreementItem 1.01
On August 14, 2018, NanoFlex Power Corporation, a Florida corporation (the “Company”) entered into a Securities Purchase Agreement (the “SPA”) with Power Up Lending Group Ltd. (“Power Up”) to which Power Up agreed to purchase a convertible promissory note (the “Note”) in the aggregate principal amount of $53,000.00. On August 14, 2018, the Company issued the Note. The Note entitles the holder to 12% interest per annum and matures on May 30, 2019.
Under the Note, Power Up may convert all or a portion of the outstanding principal of the Note into shares of Common Stock beginning on the date which is 180 days from the issuance date of the 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 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 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 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 Note, there shall be no further right of prepayment.
In connection with the Note, the Company agreed to cause its transfer agent to reserve 4,484,399 shares of Common Stock, in the event that the Note is converted. The Note was funded on August 17, 2018.
The foregoing summaries of the terms of the Note and the 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 Note, the 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 Note is incorporated herein by reference. The issuance of the 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(2) of the Act.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
NanoFlex Power Corp ExhibitEX-4.1 2 f8k081418ex4-1_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.
