AND EXCHANGE COMMISSION
to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
of Report (Date of Earliest Event Reported): June 5, 2018
name of registrant as specified in its charter)
or other jurisdiction
N. Perimeter Dr., Suite 210
of Principal Executive Offices)
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:
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)|
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)|
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))|
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))|
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).
growth company ☒
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. ☐
into a Material Definitive Agreement. |
June 5, 2018, NanoFlex Power Corporation, a Florida corporation (the “Company”) entered into a Securities Purchase
Agreement (the “Power Up SPA”) with Power Up Lending Group Ltd. (“Power Up”) pursuant to which Power Up
agreed to purchase a convertible promissory note (the “Power Up Note”) in the aggregate principal amount of $128,000.00.
On June 5, 2018, the Company issued the Power Up Note. The Power Up Note entitles the holder to 12% interest per annum and matures
on March 30, 2019.
the Power Up Note, Power Up may convert all or a portion of the outstanding principal of the Power Up Note into shares of the
Company’s common stock, $0.0001 par value per share (the “Common Stock”) beginning on the date which is 180
days from the issuance date of the Power Up 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 Power Up 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.
the Company prepays the Power Up 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 Power Up 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 Power Up Note, there shall be no further right of prepayment.
connection with the Power Up Note, the Company agreed to cause its transfer agent to reserve 7,955,869 shares of Common Stock,
in the event that the Power Up Note is converted. The Power Up Note was funded on June 7, 2018.
No. 1 to MV Note
June 6, 2018, the Company entered into an amendment (“Amendment No. 1”) to its promissory note, dated December 12,
2017 (the “MV Note”), issued by the Company to Morningview Financial, LLC (“MV”), pursuant to which the
Company is obligated to repay MV $100,000.00 in aggregate principal, plus interest.
to Amendment No. 1, the Company will prepay 50% of the outstanding principal and accrued interest owed under the MV Note on or
before June 11, 2018 (the “Deadline”). Unless (i) an Event of Default (as defined in the MV Note) occurs under the
MV Note or (ii) the prepayment does not clear MV’s bank account before the Deadline, MV shall not be permitted to effectuate
any conversion under the MV Note until on or after July 15, 2018 (the “Lock-Up”). In addition, the total balance of
the MV Note as of June 11, 2018, shall immediately increase by 8%. The Company and MV can also mutually agree to extend the Lock-Up
to August 15, 2018 or September 15, 2018, subject to certain terms and conditions.
foregoing summaries of the terms of the Power Up Note, Amendment No. 1 and the Power Up SPA are subject to, and qualified in their
entirety by, the agreements and instruments attached hereto as Exhibits 4.1, 4.2 and 10.1, respectively, which are incorporated
by reference herein.
of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.|
information set forth under Item 1.01 above with respect to the Power Up Note, the Power Up SPA and the related agreements is
incorporated herein by reference.
Sales of Equity Securities.|
information set forth under Item 1.01 above with respect to the issuance of the Power Up Note is incorporated herein by reference.
The issuance of the Power Up 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.
reported in the Company’s current report on Form 8-K filed with the Securities and Exchange Commission on December 22, 2017,
on December 15, 2017, the Company borrowed $135,000.00 from FirstFire Global Opportunities Fund, LLC (“First”) and
issued to First a convertible promissory note (the “First Note”) in the amount of $135,000.00 with a maturity date
of September 15, 2018, which amount was increased to $148,500.00 as per the Memorandum of Understanding dated March 5,
2018. The Company paid off the First Note in full on June 5, 2018, with a total payment of $224,000.00.
Statements and Exhibits.|
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.
June 11, 2018
Dean L. Ledger|