Deal includes 10-year warrant, with strike price at 56.52% discount
By Susanna Moon
Chicago, Jan. 27 – NanoFlex Power Corp. entered into a note conversion agreement with an investor on Jan. 22 to convert $2 million of notes into an investment for the same amount into the company’s private placement of convertible notes and warrants, according to an 8-K filing with the Securities and Exchange Commission.
For $2 million, the investor received an 8% one-year convertible note and a 10-year warrant for 2 million shares of common stock, exercisable at $0.50 per share. The strike price is a 56.52% discount to the company’s closing price on Jan. 21.
The note is convertible at $0.50 per unit, into units, with each unit consisting of a share of the company’s common stock and a warrant to purchase a share of common stock with a 10-year term and an exercise price of $0.50 per share.
Under the conversion agreement, if the investor had converted the note within 30 days of issue, the company was required to pay the investor the interest under the convertible note in shares of its common stock as if the investor had not converted the note for a period of one year from issue. On Jan. 25, the investor converted the note into 4.32 million shares of its common stock and a warrant to purchase 4.32 million shares of the company’s common stock with a 10-year term and an exercise price of $0.50. Of the 4.32 million shares of common stock, 320,000 shares represent interest paid on the convertible note under the terms of the conversion agreement.
On Jan. 6, the company issued a $1,375,000 promissory note to the investor in exchange for a loan in that amount. The company issued 2.75 million warrants exercisable at $0.50 per share in lieu of cash interest.
NanoFlex is a development-stage company based in Scottsdale, Ariz. The company is engaged in the research and development of solar technologies.
| Issuer: | Nanoflex Power Corp.
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| Issue: | Convertible notes
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| Amount: | $2 million
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| Maturity: | One year
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| Coupon: | 8%
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| Conversion price: | $0.50 per unit
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| Warrants: | For 2 million shares
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| Warrant expiration: | 10 years
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| Warrant strike price: | $0.50
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| Pricing date: | Jan. 22
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| Stock symbol: | OTCBB: OPVS
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| Stock price: | $1.15 at close Jan. 21
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| Market cap: | $50.62 million
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