Item
1.01 Entry into a Material Definitive Agreement.
GS Capital Financing
On May 3, 2019, NanoFlex Power Corporation, a Florida corporation
(the “Company”) entered into a Securities Purchase Agreement (the “GS SPA”) with GS Capital Partners, LLC
(“GS”) pursuant to which GS agreed to purchase a convertible, redeemable promissory note (the “GS Note”)
in the aggregate principal amount of $75,000. On May 3, 2019, the Company issued the GS Note. The GS Note entitles the holder to
12% interest per annum and matures on May 3, 2020.
Under the GS Note, during the first six months after issuance,
GS may convert all or a portion of the outstanding principal of the GS Note into shares of common stock, $0.0001 par value per
share (the “Common Stock”) at a fixed price equal to $0.25 per share. Thereafter, the conversion price per share shall
be equal to 55% 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. GS may not convert the GS Note to the extent
that such conversion would result in beneficial ownership by GS and its affiliates of more than 4.99% of the Company’s issued
and outstanding Common Stock.
If the Company prepays the GS Note within 60 days of its issuance,
the Company must pay all of the principal at a cash redemption premium of 115%; if such prepayment is made between the 61st day
and the 120th day after the issuance of the GS Note, then such redemption premium is 125%; if such prepayment is made from the
121st to the 180th day after issuance, then such redemption premium is 135%. After the 180th day following the issuance of the
GS 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, GS may elect to either (i) have the GS Note redeemed by the Company in cash at a premium
of 150% of the principal amount of the GS Note, plus accrued but unpaid interest or (ii) convert the GS Note into shares of Common
Stock of the Company at the applicable conversion price.
In connection with the GS Note, the Company agreed to cause
its transfer agent to reserve 9,091,000 shares of Common Stock, in the event that the GS Note is converted. GS 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 GS Note. The closing occurred on May 3, 2019, and the Company received a net amount of $72,750.
Odyssey Capital Financing
On May 6, 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 $250,000. On May
6, 2019, the Company issued the Odyssey Note. The Odyssey Note entitles the holder to 12% interest per annum and matures on May
6, 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 27,778,000 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 closing occurred on May 6, 2019, and the Company received a net amount of $250,000.
JSJ Investments Financing
On May 8, 2019, the Company entered into a Securities Purchase
Agreement (the “JSJ SPA”) with JSJ Investments Inc. (“JSJ”) pursuant to which JSJ agreed to purchase a
convertible promissory note (the “JSJ Note”) in the aggregate principal amount of $61,000. On May 8, 2019, the Company
issued the JSJ Note. The JSJ Note entitles the holder to 12% interest per annum and matures on May 8, 2020.
Pursuant to the JSJ Note, after the date that is 180 days from
issuance of the JSJ Note, JSJ may convert all or a portion of the outstanding principal of the JSJ Note into shares of Common Stock
of the Company at a fixed price equal to $0.25 per share. JSJ may not convert the JSJ Note to the extent that such conversion would
result in beneficial ownership by JSJ and its affiliates of more than 4.99% of the Company’s issued and outstanding Common
Stock.
If the Company prepays the JSJ Note within 90 days of its issuance,
the Company must pay all of the principal at a cash redemption premium of 135%; if such prepayment is made between the 91st day
and the 120th day after the issuance of the JSJ Note, then such redemption premium is 140%; if such prepayment is made from the
121st to the 180th day after issuance, then such redemption premium is 145%; if such prepayment is made at any time thereafter,
such redemption premium is 150%.
At all time, the Company must have reserved the amount of shares
of Common Stock equal to at least 800% the number of shares of Common Stock issuable upon conversion of the JSJ Note. The closing
occurred on May 8, 2019, and the Company received a net amount of $58,000.
Auctus Financing
On May 10, 2019, the Company entered into a Securities Purchase
Agreement (the “Auctus SPA”) with Auctus Fund, LLC (“Auctus”) pursuant to which Auctus agreed to purchase
a convertible promissory note (the “Auctus Note”) in the aggregate principal amount of $125,000. On May 10, 2019, the
Company issued the Auctus Note. The Auctus Note entitles the holder to 12% interest per annum and matures on February 15, 2020.
Pursuant to the Auctus Note, Auctus may convert all or a portion
of the outstanding principal of the Auctus Note into shares of Common Stock of the Company at a conversion price per share equal
to the lower of (i) the closing price of the Common Stock on the trading day immediately prior to the date of issuance of the Auctus
Note and (ii) 60% of the lowest trading price during the 25 prior trading days, subject to a floor of $0.50 per share of Common
Stock, provided, however, that if (i) the Common Stock is not deliverable by DWAC, the conversion price shall be reduced by 10%,
(ii) the Company experiences a DTC “Chill” on its shares of Common Stock, the conversion price shall be reduced by
15% while such DTC “Chill” remains in effect, (iii) if both (i) and (ii) occur, the conversion price shall be reduced
by an additional 25% and (iv) if the Company ceases to be a reporting company pursuant to the 1934 Act, the conversion price shall
be reduced by an additional 15%. Auctus may not convert the Auctus Note to the extent that such conversion would result in beneficial
ownership by Auctus and its affiliates of more than 4.99% of the Company’s issued and outstanding Common Stock.
If the Company prepays the Auctus Note within 90 days of its
issuance, the Company must pay all of the principal at a cash redemption premium of 135%; if such prepayment is made between the
91st day and the 180th day after the issuance of the Auctus Note, then such redemption premium is 150%. After the 180th day following
the issuance of the Auctus Note, there shall be no further right of prepayment.
At all times, the Company must have reserved the amount of shares
of Common Stock equal to at least 1,000% the number of shares of Common Stock issuable upon conversion of the Auctus Note. The
closing occurred on May 8, 2019, and the Company received a net amount of $125,000.
MorningView Financing
On May 13, 2019, the Company entered into a Securities Purchase
Agreement (the “MorningView SPA”) MorningView Financial, LLC (“MorningView”) pursuant to which MorningView
agreed to purchase a convertible promissory note (the “MorningView Note”) in the aggregate principal amount of $75,000.
On May 13, 2019, the Company issued the MorningView Note. The MorningView Note entitles the holder to 12% interest per annum and
matures on May 13, 2020.
Under the MorningView Note, during the first 180 days after
issuance, MorningView may convert all or a portion of the outstanding principal of the MorningView Note into shares of Common Stock
at a fixed price equal to $0.25 per share. Thereafter, the conversion price per share shall be equal to lower of (i) the closing
price of the Common Stock on the trading day immediately prior to the date of issuance of the MorningView Note and (ii) 60% of
the lowest trading price during the 20 prior trading days, provided, however, that if the Common Stock is not deliverable by DWAC,
the conversion price shall be reduced by 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 more than 4.99% of the Company’s issued and outstanding
Common Stock.
If the Company prepays the MorningView Note within 90 days of
its issuance, the Company must pay all of the principal at a cash redemption premium of 115%; if such prepayment is made between
the 91st day and the 120th day after the issuance of the MorningView Note, then such redemption premium is 130%; if such prepayment
is made from the 121st to the 150th day after issuance, then such redemption premium is 135%; if such prepayment is made from the
151
st
to the 180
th
day after issuance, then such redemption premium is 150%. After the 180th day following
the issuance of the GS Note, there shall be no further right of prepayment.
At all times, the Company must have reserved the amount of shares
of Common Stock equal to at least 800% the number of shares of Common Stock issuable upon conversion of the MorningView Note. The
closing occurred on May 13, 2019, and the Company received a net amount of $75,000.
LG Capital Financing
On May 14, 2019, the Company entered into a Securities Purchase
Agreement (the “LG SPA”) with LG Capital Funding LLC (“LG”) pursuant to which LG agreed to purchase a convertible
redeemable note (the “LG Note”) in the aggregate principal amount of $50,000. On May 14, 2019, the Company issued the
LG Note. The LG Note entitles the holder to 12% interest per annum and matures on May 14, 2020.
Pursuant to the LG Note, during the first six months after issuance,
LG may convert all or a portion of the outstanding principal of the LG 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 58% 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 48% while such DTC
“Chill” remains in effect. LG may not convert the LG Note to the extent that such conversion would result in beneficial
ownership by LG and its affiliates of more than 9.99% of the Company’s issued and outstanding Common Stock.
If the Company prepays the LG Note within 60 days of its issuance,
the Company must pay all of the principal at a cash redemption premium of 115%; if such prepayment is made between the 61st day
and the 120th day after the issuance of the LG Note, then such redemption premium is 125%; if such prepayment is made from the
121st to the 180th day after issuance, then such redemption premium is 135%. 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, LG may elect to either (i) have the LG Note redeemed by the Company in cash at a premium
of 150% of the principal amount of the LG Note, plus accrued but unpaid interest or (ii) convert the LG Note into shares of Common
Stock of the Company at the applicable conversion price.
In connection with the LG Note, the Company agreed to cause
its transfer agent to reserve 4,856,000 shares of Common Stock, in the event that the LG Note is converted. LG 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 LG Note. The closing occurred on May 14, 2019, and the Company received a net amount of $46,500.
The foregoing summaries of the terms of the GS Note, the Odyssey
Note, the JSJ Note, the Auctus Note, the MorningView Note, the LG Note, the GS SPA, the Odyssey SPA, the JSJ SPA, the Auctus SPA,
the MorningView SPA and the LG SPA are subject to, and qualified in their entirety by, the agreements and instruments attached
hereto as Exhibits 4.1, 4.2, 4.3, 4.4, 4.5, 4.6 10.1, 10.2, 10.3, 10.4, 10.5 and 10.6, respectively, which are incorporated by
reference herein.