Current Report Filing (8-k)
January 08 2020 - 4:32PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of Earliest Event Reported): December 4, 2019
NanoFlex
Power Corporation
(Exact
name of registrant as specified in its charter)
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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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15333
N. Pima Road, Suite 305
Scottsdale,
AZ 85260
(Address
of Principal Executive Offices)
480-585-4200
(Registrant’s
telephone number)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant
under any of the following provisions:
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☐
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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. ☐
Securities
registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which
registered
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Common Stock, par value $0.0001 per share
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OPVS
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OTC
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Item
1.01
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Entry
into a Material Definitive Agreement.
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Odyssey
Capital Financing
On
December 4, 2019, NanoFlex Power Corporation, a Florida corporation (the “Company”) entered into a Securities Purchase
Agreement (the “Odyssey SPA”) with Odyssey Capital LLC (“Odyssey”) pursuant to which Odyssey agreed to
purchase a convertible redeemable note (the “Odyssey Note”) in the aggregate principal amount of $100,000. On December
4, 2019, the Company issued the Odyssey Note and received a net amount of $95,000. The Odyssey Note entitles the holder to 12%
interest per annum and matures on December 4, 2020.
Pursuant
to the Odyssey Note, during the first six months after issuance, Odyssey may convert all or a portion of the outstanding principal
of the Odyssey Note into shares of Common Stock of the Company at a fixed price equal to $0.25 per share. Thereafter, the conversion
price per share shall be equal to 60% of the lowest trading price during the 20 prior trading days (including the day upon which
a notice of conversion is received), provided, however, that if the Company experiences a DTC “Chill” on its shares
of Common Stock, the conversion price shall be reduced to 50% while such DTC “Chill” remains in effect. Odyssey may
not convert the Odyssey Note to the extent that such conversion would result in beneficial ownership by Odyssey and its affiliates
of more than 4.99% of the Company’s issued and outstanding Common Stock.
If
the Company prepays the Odyssey Note within 60 days of its issuance, the Company must pay all of the principal at a cash redemption
premium of 120%; if such prepayment is made between the 61st day and the 120th day after the issuance of the Odyssey Note, then
such redemption premium is 130%; if such prepayment is made from the 121st to the 180th day after issuance, then such redemption
premium is 140%. After the 180th day following the issuance of the Odyssey Note, there shall be no further right of prepayment.
In
the event all or substantially all of the assets or equity of the Company is acquired by a third party, Odyssey may elect to either
(i) have the Odyssey Note redeemed by the Company in cash at a premium of 150% of the principal amount of the Odyssey Note, plus
accrued but unpaid interest or (ii) convert the Odyssey Note into shares of Common Stock of the Company at the applicable conversion
price.
In
connection with the Odyssey Note, the Company agreed to cause its transfer agent to reserve 10,930,000 shares of Common Stock,
in the event that the Odyssey Note is converted. Odyssey has the right to periodically request that the number of shares reserved
be increased to at least 400% the number of shares of Common Stock issuable upon conversion of the Odyssey Note.
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Item
2.03
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Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
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The
information set forth under Item 1.01 above with respect to the Odyssey Note and the Odyssey SPA and the related agreements are
incorporated herein by reference.
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Item
3.02
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Unregistered
Sales of Equity Securities.
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The
information set forth under Item 1.01 above with respect to the issuance of the Odyssey Note was made in reliance upon the exemption
from the registration requirements of the Securities Act of 1933, as amended (the “Act”), pursuant 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 July 22, 2019, the Company issued to Power Up Lending Group Ltd. a convertible promissory note (the “Power Up Note”)
with a maturity date of July 22, 2020. The Company paid off the Power Up Note in full January 8, 2020 with a total payment of
$69,930.96.
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Item 9.01
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Financial
Statements and Exhibits.
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(d)
Exhibits
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.
Dated:
January 8, 2020
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NanoFlex
Power Corporation
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By:
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/s/
Dean L. Ledger
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Name:
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Dean
L. Ledger
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Title:
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Chief
Executive Officer
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EXHIBIT
INDEX
4
NanoFlex Power (CE) (USOTC:OPVS)
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NanoFlex Power (CE) (USOTC:OPVS)
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