Current Report Filing (8-k)
October 26 2016 - 1:25PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): October 21, 2016
NanoFlex
Power Corporation
(Exact
name of registrant as specified in its charter)
Florida
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333-187308
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46-1904002
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(State
or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification No.)
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17207
N. Perimeter Dr., Suite 210
Scottsdale,
AZ 85255
(Address
of Principal Executive Offices)
(former
name or former address, if changed since last report)
Registrant’s
telephone number, including area code:
480-585-4200
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item
1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On
October 21, 2016, NanoFlex Power Corporation, a Florida corporation (the “
Company
”) entered into a second amendment
to the Employment Agreement with Dean Ledger, the Company’s Chief Executive Officer (the “
Amendment
”).
The Amendment added in a clause stating that if the Company raises not less than $6,000,000 in funds from sales of its securities
in the six (6) months subsequent to the Amendment, then Mr. Ledger’s base salary would increase from $210,000 to $240,000
and reduced Mr. Ledger’s severance upon the termination of Mr. Ledger in connection with a change of control transaction
to six (6) month. A copy of the Amendment is filed herewith as Exhibit 10.1. In the first amendment to the Employment Agreement
dated May 8, 2015, Mr. Ledger agreed to a salary reduction of his base salary from $300,000 to $210,000. A copy of the first amendment
to the Employment Agreement was filed as Exhibit 10.18 to the Company’s Annual Report for the year ended December 31, 2015
filed on March 18, 2016. A copy of the Employment agreement was filed as Exhibit 10.4 to the Company’s Current Report on
Form 8-K filed on November 25, 2013.
On
October 21, 2016, the Company entered into an amendment (the “
Tobin Amendment
”) to the Employment Agreement
with Mark Tobin, the Company’s Chief Financial Officer. The Tobin Amendment added in a clause stating that if the Company
raises not less than $6,000,000 in funds from sales of its securities in the six (6) months subsequent to the Tobin Amendment,
then Mr. Tobin’s base salary would increase from $190,000 to $225,000 and added a termination for “Good Reason”
clause, as well as a six (6) month severance upon the termination of Mr. Tobin. The Tobin Amendment also added the responsibilities
of an executive vice president to Mr. Tobin’s duties and responsibilities under his Employment Agreement. A copy of the
Tobin Amendment is filed herewith as Exhibit 10.2. A copy of the Employment Agreement was filed as Exhibit 10.1 to the Company’s
Quarterly Report for the period ending September 30, 2015 filed on November 13, 2015.
ITEM
9.01 FINANCIAL STATEMENTS AND EXHIBITS
Exhibit
No
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Description
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10.1
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Amendment
to Dean Ledger Employment Agreement Dated October 21, 2016.
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10.2
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Amendment
to Mark Tobin Employment Agreement Dated October 21, 2016.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
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NanoFlex
Power Corporation
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Date: October
26, 2016
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By:
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/s/
Dean L. Ledger
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Name:
Dean L. Ledger
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Title: Chief
Executive Officer
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3
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