Current Report Filing (8-k)
September 17 2018 - 12:40PM
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):
August 28, 2018
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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17207 N. Perimeter Dr., Suite 210
Scottsdale, AZ 85255
(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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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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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.
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Item
1.01
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Entry into a Material Definitive Agreement.
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On August 28, 2018, NanoFlex Power Corporation, a Florida corporation
(the “Company”) entered into a Securities Purchase Agreement (the “SPA”) with One44 Capital LLC (“One44”)
pursuant to which One44 agreed to purchase a convertible redeemable note (the “Note”) in the aggregate principal amount
of $50,000. On August 28, 2018, the Company issued the Note. The Note has an interest rate of 12% per annum and matures on August
28, 2019.
Pursuant to the Note, One44 may convert all or a portion of
the outstanding principal amount into shares of Common Stock of the Company at a fixed conversion price of $0.25 per share. Starting
on the six month anniversary of the date the Note is issued, the conversion price per share shall be equal to 60% of the lowest
trading price of the Common Stock during the 20 prior trading days (including the day upon which a notice of conversion is received).
One44 may not convert the Note to the extent that such conversion would result in beneficial ownership by One44 and its affiliates
of more than 4.99% of the Company’s issued and outstanding Common Stock.
If the Company prepays the Note within 60 days of its issuance,
the Company must pay the principal at a cash redemption premium of 120%, in addition to accrued interest; if such prepayment is
made from the 61st day to the 120th day after issuance, then such redemption premium is 130%, in addition to accrued interest;
and if such prepayment is made from the 121st day to the 180th day after issuance, then such redemption premium is 140%, in addition
to accrued interest. 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 1,851,000 shares of Common Stock, in the event that the Note is converted.
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.
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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 Note, the SPA and the related agreements is 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 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”), 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 December 22, 2017 and on June
11, 2018, the Company borrowed $100,000 from Morningview Financial, LLC (“MV”) and issued to MV a convertible promissory
note (the “MV Note”) in the amount of $100,000 with a maturity date of December 12, 2018. On June 6, 2018 the Company
entered into an amendment (“Amendment No. 1”) to the MV Note, pursuant to which the deadline to pay the total balance
of the MV Note was extended to July 15, 2018. The Company and MV subsequently mutually agreed to further extend this deadline
to September 15, 2018. The Company paid off the MV Note in full on September 5, 2018, with total payments of $192,570.
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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: September 17, 2018
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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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