Current Report Filing (8-k)
May 18 2017 - 5:19PM
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):
May 10, 2017
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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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company
☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On
May 10, 2017, the Company’s accepted the resignation of its Chief Financial Officer, Mark Tobin from all positions with
the Company effective as of May 15, 2017. Mr. Tobin’s resignation was to pursue other opportunities and was not the result
of any disagreement with the Company on any matter relating to the Company's operations, policies or practices. A copy of the
resignation letter from Mr. Tobin to the Company dated May 9, 2017, is filed herewith as Exhibit 17.1.
On
May 10, 2017, the Company appointed Ronald DaVella as the Company’s Chief Financial Officer and a member of its board of
directors to be effective as of May 15, 2017.
In connection with Mr. DaVella’s
appointment, the Company entered into an Employment Agreement with Mr. DaVella on May 18, 2017, pursuant to which the Company
agreed to employ Mr. DaVella as the Chief Financial Officer of the Company for a term of four (4) years (the “Agreement”).
It is planned that under the Agreement, the Company shall have the option to renew the Agreement on the anniversary of the effective
date or terminate the Agreement and Mr. DaVella’s employment by giving the executive ninety (90) days’ written notice.
Under the Agreement, Mr. DaVella is entitled to compensation consisting of $180,000 per year for base salary. In addition under
the Agreement Mr. DaVella shall receive warrants to purchase 1,800,000 shares of the Company’s common stock at an exercise
price of $0.50 per share. The warrants shall vest in increments of 25% with the first vesting to take place immediate upon execution
of the Agreement and each following vesting to take place on the one year anniversary of the Agreement over the three (3) years
following the agreement.
The
foregoing description of the Agreement and the warrants is not complete and is qualified in its entirety by reference to the full
text of the form of the Agreement and warrant, copies of which are filed as Exhibit 10.1 and are incorporated by reference herein.
Other
than the Agreement and warrants thereunder, there are no compensatory arrangements between the Company and Mr. DaVella for the
services to be provided by him as an officer or director, however, such arrangements may be negotiated in the future.
Mr.
DaVella, age 59 is currently a lead director at The Joint Corp. (“TJC”) and has been a director at TJC since
2014. In March of 2017, Mr. DaVella was appointed as lead director of TJC. At TJC, Mr. DaVella is a member of the audit
committee as the audit committee chair; he is also on the compensation committee and is a member of the nominating and
governance committee. Mr. DaVella previously served as the Chief Financial Officer for Amazing Lash Studios Franchise LLC
from March of 2016 to May of 2017. Mr. DaVella is also a franchise owner with Amazing Lash Studios Franchise LLC since August
of 2015. Mr. DaVella was previously an audit partner at Deloitte & Touche LLP from 1989 to July of 2014. Mr. DaVella has
assisted clients with operational and financial controls, merger and acquisitions, internal and external reporting as well as
financings and public offerings and filings with the SEC. Mr. DaVella received his undergraduate bachelors of science degree
in accounting from Queens College in 1974 and his master’s in business administration in finance from Pace University
in 1985.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
EXHIBIT
INDEX
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: May
18, 2017
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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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