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 ~~July 22~~12, 2019

NanoFlex Power Corporation

(Exact name of registrant as specified in its charter)

Florida

333-187308

46-1904002

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

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:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.0001 per share		OPVS		OTC

Item 1.01

Entry into a Material Definitive Agreement.

~~Power Up~~GW Holdings Financing

On ~~July~~ 22August 12, 2019, NanoFlex Power Corporation, a Florida corporation (the “Company”) entered into a Securities Purchase Agreement (the “~~Power~~GW Up SPA”) with GW ~~Power~~Holdings ~~Up Lending~~ Group, ~~Ltd.~~LLC (“~~Power Up~~GW”) pursuant to which ~~Power~~GW Up agreed to purchase a convertible redeemable promissory note (the “~~Power~~GW Up Note”) in the aggregate principal amount of $5369,~~000~~300. On ~~July~~August 2212, 2019, the Company issued the ~~Power~~GW Up Note and received a net amount of $5360,000. The ~~Power~~GW Up Note entitles the holder to 2212% interest per annum and matures on ~~July~~August 2212, 2020.

~~Under the~~Pursuant ~~Power~~to Upthe GW Note, ~~Power~~during Upthe first six months after issuance, GW may convert all or a portion of the outstanding principal of the ~~Power~~GW Up Note into shares of ~~common~~Common Stock of the Company ~~stock,~~at a fixed price equal to $0.~~0001~~25 ~~par value~~ per share. (Thereafter, the ~~“Common~~conversion ~~Stock”)~~price ofper ~~the~~share ~~Company~~shall ~~beginning~~be onequal ~~the~~to ~~date~~60% ~~which~~of isthe ~~180~~lowest ~~days from~~trading price during the ~~issuance~~20 ~~date~~prior oftrading ~~the~~days ~~Power~~(including Upthe ~~Note,~~day atupon which a ~~price~~notice ~~equal~~of toconversion ~~61%~~is ofreceived), ~~the~~provided, ~~average~~however, ofthat if the ~~lowest~~Company ~~two~~experiences ~~trading~~a ~~prices~~DTC ~~during~~“Chill” ~~the~~on ~~15 trading~~its ~~day~~shares ~~period~~of ~~ending~~Common onStock, the ~~last~~conversion ~~complete~~price ~~trading~~shall ~~date~~be ~~prior~~reduced to ~~the~~40% while ~~date~~such ofDTC ~~conversion,~~“Chill” ~~provided,~~remains ~~however,~~in ~~that~~effect. ~~Power~~GW Up may not convert the ~~Power~~GW Up Note to the extent that such conversion would result in beneficial ownership by ~~Power~~GW Up and its affiliates of more than 49.99% of the Company’s issued and outstanding Common Stock.

If the Company ~~prepays~~redeems the ~~Power~~GW Up Note within 3090 days of its issuance, the Company must pay all of the principal at a cash redemption premium of ~~110~~135%; if such ~~prepayment~~redemption is made between the 90th ~~31st~~ day and the ~~60th~~180th day after the issuance of the ~~Power~~GW Up Note, then such redemption premium is ~~115~~150%; if such prepayment is made from the 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~~GW Up Note, there shall be no further right of ~~prepayment~~redemption.

At In the event all ~~times,~~or substantially all of the assets or equity of the Company ~~must~~is acquired by a third party, GW may elect to either (i) have ~~reserved~~the GW Note redeemed by the ~~amount~~Company in cash at a premium of ~~shares~~150% of ~~Common~~the ~~Stock~~principal ~~equal~~amount toof atthe ~~least~~GW ~~800%~~Note, plus accrued but unpaid interest or (ii) convert the ~~number~~GW ofNote into shares of Common Stock ~~issuable~~of ~~upon~~the ~~conversion~~Company ofat the ~~Power~~applicable Upconversion ~~Note~~price.

~~Odyssey~~In connection with the GW Note, the Company agreed to cause ~~Capital~~its ~~Financing~~transfer agent to reserve 6,800,000 shares of Common Stock, in the event that the GW Note is converted. GW 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 GW Note.

~~On August~~MorningView 2, 2019, the Company entered into a Securities Purchase Agreement (the “Odyssey SPA”) with Odyssey Capital Funding, 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 August 2, 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 August 2, 2020.Financing

~~Pursuant to~~On ~~the~~August ~~Odyssey~~15, ~~Note~~2019, ~~during~~ the ~~first~~Company ~~six~~entered ~~months~~into ~~after issuance, Odyssey may convert all or~~ a ~~portion of the outstanding principal~~Securities ofPurchase ~~the~~Agreement ~~Odyssey Note into shares of Common Stock of~~ (the ~~Company~~“MorningView atSPA”) aMorningView ~~fixed~~Financial, ~~price~~LLC ~~equal~~(“MorningView”) pursuant to ~~$0.25 per share. Thereafter, the conversion~~which ~~price~~MorningView ~~per~~agreed ~~share shall be equal~~ to ~~60%~~purchase ofa ~~the~~convertible ~~lowest~~promissory ~~trading~~note ~~price during~~ (the 20“MorningView ~~prior~~Note”) ~~trading~~in ~~days (including~~ the ~~day~~aggregate ~~upon~~principal ~~which~~amount ~~a notice~~ of ~~conversion~~$75,000. isOn ~~received),~~August ~~provided~~15, ~~however~~2019, ~~that if~~ the Company ~~experiences~~issued ~~a DTC “Chill” on its shares of Common Stock,~~ the ~~conversion~~MorningView ~~price~~Note ~~shall~~and bereceived ~~reduced~~a tonet ~~50%~~amount ~~while~~of ~~such DTC “Chill” remains in effect~~$75,000. ~~Odyssey~~The ~~may~~MorningView Note ~~not~~entitles ~~convert~~ the ~~Odyssey~~holder ~~Note~~ to ~~the~~12% ~~extent~~interest ~~that~~per ~~such~~annum ~~conversion would result in beneficial ownership by Odyssey~~ and ~~its~~matures ~~affiliates of~~on ~~more~~August ~~than~~15, 42020.~~99% of the Company’s issued and outstanding Common Stock.~~

~~If the~~Under ~~Company prepays~~ the ~~Odyssey~~MorningView Note, ~~within~~MorningView 60may, ~~days~~at ofany ~~its issuance~~time, convert ~~the~~all ~~Company~~or ~~must~~a ~~pay~~portion ~~all~~ of the outstanding principal atof athe ~~cash~~MorningView ~~redemption premium~~Note into shares of ~~120%;~~Common ifStock ~~such~~at ~~prepayment~~a isfixed ~~made~~price ~~between~~equal to ~~the~~$0.25 ~~61st~~per ~~day~~share ~~and~~during the ~~120th~~first ~~day~~180 ~~after~~days following the issuance of the ~~Odyssey~~MorningView Note. Thereafter, ~~then~~the conversion price per ~~such~~share ~~redemption~~shall ~~premium~~be isequal ~~130%;~~to iflower ~~such~~of ~~prepayment~~(i) isthe ~~made~~closing ~~from~~price of the ~~121st~~Common toStock on the ~~180th~~trading day ~~after~~immediately ~~issuance,~~prior ~~then~~to ~~such~~the ~~redemption~~date of ~~premium~~issuance isof ~~140~~the MorningView Note and (ii) 60%. ~~After~~of the ~~180th~~lowest ~~day~~trading ~~following~~price during the ~~issuance~~20 ofprior trading days, provided, however, that if the ~~Odyssey~~Common ~~Note~~Stock is not deliverable by DWAC, ~~there~~the conversion price shall be noreduced ~~further~~by ~~right~~10%. MorningView may not convert the MorningView Note to the extent that such conversion would result in beneficial ownership by MorningView and its affiliates of ~~prepayment~~more than 4.99% of the Company’s issued and outstanding Common Stock.

In If the ~~event~~Company ~~all~~prepays orthe ~~substantially~~MorningView ~~all~~Note within 90 days of its issuance, the ~~assets~~Company ormust ~~equity~~pay all of the ~~Company~~principal isat ~~acquired~~a bycash aredemption ~~third~~premium ~~party,~~of ~~Odyssey~~115%; ~~may~~if ~~elect~~such toprepayment ~~either~~is made between ~~(i)~~the ~~have~~91st day and the ~~Odyssey~~120th ~~Note~~day ~~redeemed~~after bythe issuance of the ~~Company~~MorningView inNote, ~~cash~~then atsuch aredemption premium ofis ~~150~~130%; ofif ~~the~~such ~~principal~~prepayment is ~~amount~~made offrom the ~~Odyssey~~121st ~~Note~~to the 150th day after issuance, ~~plus accrued~~then ~~but~~such ~~unpaid~~redemption ~~interest~~premium oris ~~(ii)~~135%; ~~convert~~if such prepayment is made from the 151st ~~Odyssey~~to ~~Note~~the ~~into~~180th ~~shares~~day ofafter ~~Common~~issuance, ~~Stock~~then ofsuch ~~the~~redemption ~~Company~~premium atis 150%. After the ~~applicable~~180th ~~conversion~~day following ~~price~~the issuance of the MorningView Note, there shall be no further right of prepayment.

In connection with the Odyssey Note, the Company agreed to cause its transfer agent to reserve 6,666,000 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.

~~The foregoing~~At ~~summaries~~all oftimes, the ~~terms~~Company ofmust ~~the~~have reserved ~~Power Up Note,~~ the ~~Odyssey~~amount ~~Note,~~of ~~the~~shares ~~Power~~of UpCommon ~~SPA~~Stock ~~and~~equal ~~the Odyssey SPA are subject~~ to~~, and~~ ~~qualified~~at inleast ~~their~~800% ~~entirety by,~~ the ~~agreements~~number ~~and~~of ~~instruments~~shares ~~attached~~of ~~hereto~~Common asStock ~~Exhibits~~issuable ~~4.1,~~upon ~~4.2, 10.1, and 10.2, respectively,~~conversion ~~which~~of ~~are~~the ~~incorporated~~MorningView ~~by reference herein~~Note.

The foregoing summaries of the terms of the GW Note, the MorningView Note, the GW SPA and the MorningView SPA are subject to, and qualified in their entirety by, the agreements and instruments attached hereto as Exhibits 4.1, 4.2, 10.1, and 10.2, respectively, which are incorporated by reference herein.

Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 above with respect to the ~~Power~~GW Up Note, the ~~Odyssey~~MorningView Note, the ~~Power~~GW Up SPA and the ~~Odyssey~~ MorningView SPA and the related agreements are incorporated herein by reference.

Item 3.02

Unregistered Sales of Equity Securities.

The information set forth under Item 1.01 above with respect to the issuances of the ~~Power~~GW Up Note and the ~~Odyssey~~MorningView Note is incorporated herein by reference. The issuances of the ~~Power~~GW Up Note and the ~~Odyssey~~MorningView Note were 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.

Item 8.01 Other Events.

As reported in the Company’s current report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on March 1, 2019, the Company borrowed $70,000 from One44 Capital LLC (“One44”) and issued to One44 a convertible redeemable note in the amount of $70,000 with a maturity date of February 22, 2020. The Company paid off the note in full on July 31, 2019, with total payments of $103,122.85.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
4.1		Convertible ~~Promissory~~Redeemable Note, issued to ~~Power~~GW UpHoldings ~~Lending~~ Group, ~~Ltd.~~LLC, dated as of ~~July~~August 2212, 2019.
4.2		Convertible ~~Redeemable~~Promissory Note, issued to ~~Odyssey~~MorningView ~~Capital Funding~~Financial, LLC, dated as of August 215, 2019.
10.1		Securities Purchase Agreement, dated as of ~~July~~August 2212, 2019, by and between NanoFlex Power Corporation and ~~Power~~GW UpHoldings ~~Lending~~ Group, ~~Ltd~~LLC.
10.2		Securities Purchase Agreement, dated as of August 212, 2019, by and between NanoFlex Power Corporation and ~~Odyssey~~MorningView ~~Capital Funding~~Financial, LLC.

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: August 527, 2019

	NanoFlex Power Corporation

	By:	/s/ Dean L. Ledger
	Name:	Dean L. Ledger
	Title:	Chief Executive Officer

EXHIBIT INDEX

Exhibit No.		Description
4.1		Convertible ~~Promissory~~Redeemable Note, issued to ~~Power~~GW UpHoldings ~~Lending~~ Group, ~~Ltd.~~LLC, dated as of ~~July~~August 2212, 2019.
4.2		Convertible ~~Redeemable~~Promissory Note, issued to ~~Odyssey~~MorningView ~~Capital Funding~~Financial, LLC, dated as of August 215, 2019.
10.1		Securities Purchase Agreement, dated as of ~~July~~August 2212, 2019, by and between NanoFlex Power Corporation and ~~Power~~GW UpHoldings ~~Lending~~ Group, ~~Ltd~~LLC.
10.2		Securities Purchase Agreement, dated as of August 212, 2019, by and between NanoFlex Power Corporation and ~~Odyssey~~MorningView ~~Capital Funding~~Financial, LLC.

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