OPVS / NanoFlex Power Corporation - SEC-arkivering, Årsberetning, Fuldmagtserklæring

NanoFlex Power Corporation
US ˙ OTCPK

Grundlæggende statistik
CIK 1571636
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to NanoFlex Power Corporation
SEC Filings (Chronological Order)
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March 21, 2022 SC TO-T/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 Nanoflex Power Corporation (Name of Subject Company (

SC TO-T/A 1 nanoflexfinalamendment.htm FINAL AMENDMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 Nanoflex Power Corporation - (Name of Subject Company (Issuer)) Alternative Liquidity Index LP - (Names of Filing Person (Purchaser)) Common Stoc

January 19, 2022 EX-99

Alternative Liquidity Capital Minnetonka, Minnesota

Alternative Liquidity Capital Minnetonka, Minnesota January 19, 2022 Re: Offer to Purchase Shares of NanoFlex Power Corporation.

January 19, 2022 EX-99

Offer to Purchase for Cash Up to 13,132,600 Shares NanoFlex Power Corporation (OPVS) At a Price of $0.01 per share by Alternative Liquidity Index, LP Ticker Symbol: OPVS CUSIP: 63009W108 TENDER PURCHASE DATE: March 18, 2022 (unless Expiration Date is

EX-99 2 ExhibitA1.htm OFFER TO PURCHASE Offer to Purchase for Cash Up to 13,132,600 Shares of NanoFlex Power Corporation (OPVS) At a Price of $0.01 per share by Alternative Liquidity Index, LP Ticker Symbol: OPVS CUSIP: 63009W108 TENDER PURCHASE DATE: March 18, 2022 (unless Expiration Date is extended) THIS OFFER, THE PRORATION PERIOD, AND THE WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 A.M. MIDNIGHT,

January 19, 2022 SC TO-T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 Nanoflex Power Corporation (Name of Subject Company (Issuer)) Alterna

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 Nanoflex Power Corporation - (Name of Subject Company (Issuer)) Alternative Liquidity Index LP - (Names of Filing Person (Purchaser)) Common Stock, $0.001 par value - (Title of Class of Securities) 63009W

January 19, 2022 EX-99

Alternative Liquidity Index announces offer to purchase shares in NanoFlex Power Corporation

EX-99 5 ExhibitA4.htm PRESS RELEASE Alternative Liquidity Index announces offer to purchase shares in NanoFlex Power Corporation Minnetonka, MN January 19, 2022 Alternative Liquidity Index LP has announced an offer to purchase up to 13,132,600 Shares of NanoFlex Power Corporation (the “Shares”), an amount equal to approximately 4.99% of the total issued Shares at a price of $0.01(the “Offer”). The

January 19, 2022 EX-99

Assignment Form

Assignment Form Please complete and return to: Alternative Liquidity Index LP C/O Alternative Liquidity Capital 11500 Wayzata Blvd.

May 19, 2020 NT 10-Q

- NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One) ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q Form 10-D ¨ Form N-SAR ¨ Form N-CSR For Period Ended: March 31, 2020 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-Q ¨ Transition Report on Form

May 19, 2020 8-K

Other Events

8-K 1 ea122132-8knanoflex.htm CURRENT REPORT 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): May 19, 2020 NanoFlex Power Corporation (Exact name of registrant as specified in its charter) Florida 333-187308 46-1904002 (Stat

March 16, 2020 10-K

Annual Report - ANNUAL REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No.

February 10, 2020 8-K

Other Events

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): February 5, 2020 NanoFlex Power Corporation (Exact name of registrant as specified in its charter) Florida 333-187308 46-1904002 (State or other jurisdiction of incorporation)

January 10, 2020 EX-99.1

NanoFlex Power Corporation and True Metal Solutions Unite to Envelop Buildings with a New Solar Power Generating Technology

Exhibit 99.1 NanoFlex Power Corporation and True Metal Solutions Unite to Envelop Buildings with a New Solar Power Generating Technology Scottsdale, Arizona, January 10, 2020 - NanoFlex Power Corporation (NFP), a leading developer of organic photovoltaic technology and high efficiency photovoltaic power generation, and True Metal Solutions (TMS), a building cladding fabricator and installer, have

January 10, 2020 8-K

Financial Statements and Exhibits, Other Events

8-K 1 f8k010920nanoflex.htm CURRENT REPORT 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): January 10, 2020 NanoFlex Power Corporation (Exact name of registrant as specified in its charter) Florida 333-187308 46-1904002 (St

January 8, 2020 EX-10.1

Securities Purchase Agreement, dated as of December 4, 2019, by and between NanoFlex Power Corporation and Odyssey Capital LLC.

Exhibit 10.1

January 8, 2020 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Unregistered Sales of Equity Securities, Other Events

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): December 4, 2019 NanoFlex Power Corporation (Exact name of registrant as specified in its charter) Florida 333-187308 46-1904002 (State or other jurisdiction of incorporation)

January 8, 2020 EX-4.1

Convertible Redeemable Promissory Note, issued to Odyssey Capital LLC, dated as of December 4, 2019.

Exhibit 4.1

November 13, 2019 EX-4.7

Convertible Note, issued to EMA Financial, LLC, dated as of November 6, 2019.

EX-4.7 8 f8k102419ex4-7nanoflex.htm CONVERTIBLE NOTE, ISSUED TO EMA FINANCIAL, LLC, DATED AS OF NOVEMBER 6, 2019. Exhibit 4.7 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE O

November 13, 2019 EX-4.3

Convertible Promissory Note, issued to Auctus Fund, LLC, dated as of October 28, 2019.

Exhibit 4.3 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR T

November 13, 2019 EX-4.5

Convertible Redeemable Promissory Note, issued to APG Capital Holdings, LLC, dated as of November 1, 2019.

EX-4.5 6 f8k102419ex4-5nanoflex.htm CONVERTIBLE REDEEMABLE PROMISSORY NOTE, ISSUED TO APG CAPITAL HOLDINGS, LLC, DATED AS OF NOVEMBER 1, 2019. Exhibit 4.5 NANOFLEX POWER CORPORATION 12% CONVERTIBLE REDEEMABLE PROMISSORY NOTE Effective Date November 1, 2019 Due November 1, 2020 US $69,300.00 THIS NOTE AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN AND WILL NOT BE REGISTERE

November 13, 2019 EX-10.3

Securities Purchase Agreement, dated as of October 30, 2019, by and between NanoFlex Power Corporation and GS Capital Partners, LLC.

EX-10.3 11 f8k102419ex10-3nanoflex.htm SECURITIES PURCHASE AGREEMENT, DATED AS OF OCTOBER 30, 2019, BY AND BETWEEN NANOFLEX POWER CORPORATION AND GS CAPITAL PARTNERS, LLC. Exhibit 10.3 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of October 30, 2019 by and between NanoFlex Power Corporation, a Florida corporation, with headquarters located at 15333 N

November 13, 2019 EX-10.5

Securities Purchase Agreement, dated as of October 31, 2019, by and between NanoFlex Power Corporation and Power Up Lending Group Ltd.

EX-10.5 13 f8k102419ex10-5nanoflex.htm SECURITIES PURCHASE AGREEMENT, DATED AS OF OCTOBER 31, 2019, BY AND BETWEEN NANOFLEX POWER CORPORATION AND POWER UP LENDING GROUP LTD. Exhibit 10.5 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of October 31, 2019, by and between NANOFLEX POWER CORPORATION, a Florida corporation, with its address at 17207 N Perim

November 13, 2019 EX-10.1

Securities Purchase Agreement, dated as of October 24, 2019, by and between NanoFlex Power Corporation and MorningView Financial, LLC.

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of October 24, 2019, by and between NANOFLEX POWER CORPORATION, a Florida corporation, with headquarters located at 15333 N. Pima Road, Suite 305, Scottsdale, AZ 85260 (the “Company”), and MORNINGVIEW FINANCIAL, LLC, a Wyoming limited liability company, with its address at 401 Park Ave. South,

November 13, 2019 EX-4.6

Convertible Promissory Note, issued to Power Up Lending Group Ltd., dated as of October 31, 2019.

Exhibit 4.6 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE S

November 13, 2019 EX-4.4

Convertible Redeemable Note, issued to GS Capital Partners, LLC, dated as of October 30, 2019.

EX-4.4 5 f8k102419ex4-4nanoflex.htm CONVERTIBLE REDEEMABLE NOTE, ISSUED TO GS CAPITAL PARTNERS, LLC, DATED AS OF OCTOBER 30, 2019. Exhibit 4.4 THIS NOTE AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION PROV

November 13, 2019 EX-4.1

Convertible Promissory Note, issued to JSJ Investments Inc., dated as of October 29, 2019.

Exhibit 4.1 JSJ Investments NEITHER THIS NOTE NOR THE SECURITIES THAT MAY BE ISSUED BY THE COMPANY UPON CONVERSION HEREOF (COLLECTIVELY, THE “SECURITIES”) HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THE SECURITIES NOR ANY INTEREST OR PARTICIPATION THEREIN MAY BE OFFERED FOR SALE, SOLD, TRANSF

November 13, 2019 EX-10.6

Securities Purchase Agreement, dated as of November 6, 2019, by and between NanoFlex Power Corporation and EMA Financial, LLC.

Exhibit 10.6 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of November 6, 2019, is entered into by and between Nanoflex Power Corporation, a Florida corporation (the “Company”), and EMA Financial, LLC, a Delaware limited liability company (the “Purchaser”). WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to Secti

November 13, 2019 EX-4.2

Convertible Promissory Note, issued to MorningView Financial, LLC, dated as of October 24, 2019.

Exhibit 4.2 NEITHER THE ISSUANCE NOR SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR T

November 13, 2019 EX-10.4

Securities Purchase Agreement, dated as of November 1, 2019, by and between NanoFlex Power Corporation and APG Capital Holdings, LLC.

Exhibit 10.4 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”) dated as of November 1, 2019, by and between NanoFlex Power Corporation, a Florida corporation, with headquarters located at 15333 N. Pima Road, Suite 305, Scottsdale AZ 85260 (the “Company”), and APG Capital Holdings, LLC, a Florida Limited Liability Company, with its address at 4846 N. University Driv

November 13, 2019 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

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): October 24, 2019 NanoFlex Power Corporation (Exact name of registrant as specified in its charter) Florida 333-187308 46-1904002 (State or other jurisdiction of incorporation)

November 13, 2019 EX-10.2

Securities Purchase Agreement, dated as of October 28, 2019, by and between NanoFlex Power Corporation and Auctus Fund, LLC.

EX-10.2 10 f8k102419ex10-2nanoflex.htm SECURITIES PURCHASE AGREEMENT, DATED AS OF OCTOBER 28, 2019, BY AND BETWEEN NANOFLEX POWER CORPORATION AND AUCTUS FUND, LLC. Exhibit 10.2 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of October 28, 2019, by and between NANOFLEX POWER CORPORATION, a Florida corporation, with headquarters located at 15333 N. Pima

November 8, 2019 10-Q

OPVS / NanoFlex Power Corporation 10-Q - Quarterly Report - QUARTERLY REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2019 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 333-187308 NANOFLEX POWER C

October 28, 2019 EX-10.1

Securities Purchase Agreement, dated as of October 24, 2019, by and between NanoFlex Power Corporation and Odyssey Funding, LLC.

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of October 24, 2019, by and between NANOFLEX POWER CORPORATION, a Florida corporation, with headquarters located at 15333 North Pima Rd, Suite 305, Scottsdale, AZ 85260 (the “Company”), and ODYSSEY FUNDING, LLC, a Delaware limited liability company, with its address at 1249 Broadway, Suite 103

October 28, 2019 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

8-K 1 f8k102419nanoflexpower.htm CURRENT REPORT 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): October 24, 2019 NanoFlex Power Corporation (Exact name of registrant as specified in its charter) Florida 333-187308 46-190400

October 28, 2019 EX-4.1

Convertible Redeemable Note, issued to Odyssey Funding, LLC, dated as of October 24, 2019.

EX-4.1 2 f8k102419ex4-1nanoflex.htm CONVERTIBLE REDEEMABLE NOTE, ISSUED TO ODYSSEY FUNDING, LLC, DATED AS OF OCTOBER 24, 2019 Exhibit 4.1 THIS NOTE AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED

August 27, 2019 EX-10.1

Securities Purchase Agreement, dated as of August 12, 2019, by and between NanoFlex Power Corporation and GW Holdings Group, LLC.

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”) dated as of August 12, 2019, by and between NanoFlex Power Corporation, a Florida corporation, with headquarters located at 15333 N. Pima Road, Suite 305, Scottsdale AZ 85260 (the “Company”), and GW Holdings Group, LLC, a New York Limited Liability Company, with its address at 137 Montague Street, Suite

August 27, 2019 EX-4.1

Convertible Redeemable Note, issued to GW Holdings Group, LLC, dated as of August 12, 2019.

EX-4.1 2 f8k081219ex4-1nanoflex.htm CONVERTIBLE REDEEMABLENOTE, ISSUED TO GW HOLDINGS GROUP, LLC, DATED AS OF AUGUST 12, 2019 Exhibit 4.1 NANOFLEX POWER CORPORATION 12% CONVERTIBLE REDEEMABLE PROMISSORY NOTE Effective Date August 12, 2019 US $69,300.00 Due August 12, 2020 THIS NOTE AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE UNITED S

August 27, 2019 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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 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)

August 27, 2019 EX-4.2

Convertible Promissory Note, issued to MorningView Financial, LLC, dated as of August 15, 2019.

Exhibit 4.2 NEITHER THE ISSUANCE NOR SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR T

August 27, 2019 EX-10.2

Securities Purchase Agreement, dated as of August 12, 2019, by and between NanoFlex Power Corporation and MorningView Financial, LLC.

Exhibit 10.2 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of August 15, 2019, by and between NANOFLEX POWER CORPORATION, a Florida corporation, with headquarters located at 15333 N. Pima Road, Suite 305, Scottsdale, AZ 85260 (the “Company”), and MORNINGVIEW FINANCIAL, LLC, a Wyoming limited liability company, with its address at 401 Park Ave. South,

August 9, 2019 10-Q

OPVS / NanoFlex Power Corporation 10-Q - Quarterly Report - QUARTERLY REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2019 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 333-187308 NANOFLEX POWER CORPOR

August 5, 2019 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

8-K 1 f8k072219nanoflexpower.htm CURRENT REPORT 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): July 22, 2019 NanoFlex Power Corporation (Exact name of registrant as specified in its charter) Florida 333-187308 46-1904002 (

August 5, 2019 EX-4.2

Convertible Redeemable Note, issued to Odyssey Capital Funding, LLC, dated as of August 2, 2019.

Exhibit 4.2 THIS NOTE AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER (THE “1933 ACT”) US $100,00

August 5, 2019 EX-4.1

Convertible Promissory Note, issued to Power Up Lending Group Ltd., dated as of July 22, 2019.

Exhibit 4.1 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE S

August 5, 2019 EX-10.1

Securities Purchase Agreement, dated as of July 22, 2019, by and between NanoFlex Power Corporation and Power Up Lending Group Ltd.

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of July 22, 2019, by and between NANOFLEX POWER CORPORATION, a Florida corporation, with its address at 15333 N. Pima Road, Ste. 305, Scottsdale, AZ 85260 (the “Company”), and POWER UP LENDING GROUP LTD., a Virginia corporation, with its address at 111 Great Neck Road, Suite 216, Great Neck, N

August 5, 2019 EX-10.2

Securities Purchase Agreement, dated as of August 2, 2019, by and between NanoFlex Power Corporation and Odyssey Capital Funding, LLC.

Exhibit 10.2 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of August 2, 2019, by and between NANOFLEX POWER CORPORATION, a Florida corporation, with headquarters located at 15333 N Pima Rd., Suite 305, Scottsdale, AZ 85260 (the “Company”), and ODYSSEY CAPITAL FUNDING, LLC, a Delaware limited liability company, with its address at 1249 Broadway, Suite

June 24, 2019 8-K

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Unregistered Sales of Equity Securities, Other Events, Financial Statements and Exhibits

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): June 24, 2019 NanoFlex Power Corporation (Exact name of registrant as specified in its charter) Florida 333-187308 46-1904002 (State or other jurisdiction of incorporation) (C

June 24, 2019 EX-10.2

Securities Purchase Agreement, dated as of May 15, 2019, by and between NanoFlex Power Corporation and APG Capital Holdings LLC.

Exhibit 10.2 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of May 15, 2019, by and between NanoFlex Power Corporation, a Florida corporation, with headquarters located at 15333 N Pima Road, Suite 305, Scottsdale, AZ 85260 (the “Company”), and APG CAPITAL HOLDINGS LLC, a Florida limited liability company, with its address at 4846 N. University Drive, S

June 24, 2019 EX-10.3

Securities Purchase Agreement, dated as of May 17, 2019, by and between NanoFlex Power Corporation and EMA Financial, LLC.

Exhibit 10.3 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of May 17, 2019, is entered into by and between Nanoflex Power Corporation, a Florida corporation (the “Company”), and EMA Financial, LLC, a Delaware limited liability company (the “Purchaser”). WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to Section 4

June 24, 2019 EX-10.1

Securities Purchase Agreement, dated as of May 14, 2019, by and between NanoFlex Power Corporation and Power Up Lending Group Ltd.

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of May 14, 2019, by and between NANOFLEX POWER CORPORATION, a Florida corporation, with its address at 15333 N. Pima Road, Ste. 305, Scottsdale, AZ 85260 (the “Company”), and POWER UP LENDING GROUP LTD., a Virginia corporation, with its address at 111 Great Neck Road, Suite 216, Great Neck, NY

June 24, 2019 EX-4.2

Convertible Redeemable Note, issued to APG Capital Holdings LLC, dated as of May 15, 2019.

Exhibit 4.2 THIS NOTE AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER (THE “1933 ACT”) US $69,300

June 24, 2019 EX-4.1

Convertible Promissory Note, issued to Power Up Lending Group Ltd., dated as of May 14, 2019.

Exhibit 4.1 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE S

June 24, 2019 EX-4.4

Convertible Redeemable Note, issued to Odyssey Capital Funding, LLC, dated as of June 19, 2019.

EX-4.4 5 f8k062419ex4-4nanoflex.htm CONVERTIBLE REDEEMABLE NOTE, ISSUED TO ODYSSEY CAPITAL FUNDING, LLC, DATED AS OF JUNE 19, 2019 Exhibit 4.4 THIS NOTE AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION PROV

June 24, 2019 EX-10.4

Securities Purchase Agreement, dated as of June 19, 2019, by and between NanoFlex Power Corporation and Odyssey Capital Funding, LLC.

Exhibit 10.4 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of June 19, 2019, by and between NANOFLEX POWER CORPORATION, a Florida corporation, with headquarters located at 15333 N Pima Road, Suite 305, Scottsdale, Arizona 85260 (the “Company”), and ODYSSEY CAPITAL FUNDING, LLC, a Delaware limited liability company, with its address at 1249 Broadway, S

June 24, 2019 EX-4.3

Convertible Note, issued to EMA Financial, LLC, dated as of May 17, 2019.

Exhibit 4.3 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR T

May 22, 2019 EX-4.3

Convertible Promissory Note, issued to JSJ Investments Inc., dated as of May 8, 2019.

Exhibit 4.3 NEITHER THIS NOTE NOR THE SECURITIES THAT MAY BE ISSUED BY THE COMPANY UPON CONVERSION HEREOF (COLLECTIVELY, THE “SECURITIES”) HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THE SECURITIES NOR ANY INTEREST OR PARTICIPATION THEREIN MAY BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNE

May 22, 2019 EX-10.2

Securities Purchase Agreement, dated as of May 6, 2019, by and between NanoFlex Power Corporation and Odyssey Capital Funding, LLC.

Exhibit 10.2 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of May 6, 2019, by and between NANOFLEX POWER CORPORATION, a Florida corporation, with headquarters located at 15333 N Pima Rd, Suite 305, Scottsdale, AZ 85260 (the “Company”), and ODYSSEY CAPITAL FUNDING, LLC, a Delaware limited liability company, with its address at 1249 Broadway, Suite 103,

May 22, 2019 EX-4.1

Convertible Redeemable Note, issued to GS Capital Partners, LLC, dated as of May 3, 2019.

Exhibit 4.1 THIS NOTE AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER (THE “1933 ACT”) US $75,000

May 22, 2019 EX-10.5

Securities Purchase Agreement, dated as of May 14, 2019, by and between NanoFlex Power Corporation and LG Capital Funding LLC.

Exhibit 10.5 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of May 14, 2019, by and between NanoFlex Power Corporation, a Florida corporation, with headquarters located at 15333 N Pima Road, Suite 305 Scottsdale, AZ 85260 (the “Company”), and LG CAPITAL FUNDING LLC, a New York limited liability company, with its address at 1218 Union Street, Suite #2,

May 22, 2019 EX-4.5

Convertible Promissory Note, issued to MorningView Financial, LLC, dated as of May 13, 2019.

Exhibit 4.5 NEITHER THE ISSUANCE NOR SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR T

May 22, 2019 EX-4.4

Convertible Promissory Note, issued to Auctus Fund, LLC, dated as of May 10, 2019.

Exhibit 4.4 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR T

May 22, 2019 EX-10.4

Securities Purchase Agreement, dated as of May 13, 2019, by and between NanoFlex Power Corporation and MorningView Financial, LLC.

Exhibit 10.4 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of May 13, 2019, by and between NANOFLEX POWER CORPORATION, a Florida corporation, with headquarters located at 15333 N. Pima Road, Suite 305, Scottsdale, AZ 85260 (the “Company”), and MORNINGVIEW FINANCIAL, LLC, a Wyoming limited liability company, with its address at 401 Park Ave. South, 10t

May 22, 2019 EX-4.2

Convertible Redeemable Note, issued to Odyssey Capital Funding, LLC, dated as of May 6, 2019.

Exhibit 4.2 THIS NOTE AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER (THE “1933 ACT”) US $250,00

May 22, 2019 EX-10.3

Securities Purchase Agreement, dated as of May 10, 2019, by and between NanoFlex Power Corporation and Auctus Fund, LLC.

EX-10.3 10 f8k050319ex10-3nanoflex.htm SECURITIES PURCHASE AGREEMENT, DATED AS OF MAY 10, 2019, BY AND BETWEEN NANOFLEX POWER CORPORATION AND AUCTUS FUND, LLC. Exhibit 10.3 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of May 10, 2019, by and between NANOFLEX POWER CORPORATION, a Florida corporation, with headquarters located at 15333 N. Pima Road, Su

May 22, 2019 EX-10.1

Securities Purchase Agreement, dated as of May 3, 2019, by and between NanoFlex Power Corporation and GS Capital Partners, LLC.

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of May 3, 2019 by and between NanoFlex Power Corporation, a Florida corporation, with headquarters located at 15333 N Pima Drive, Suite 305 Scottsdale, Arizona 85260 (the “Company”), and GS CAPITAL PARTNERS, LLC, a New York limited liability company, with its address at 30 Broad Street, Suite

May 22, 2019 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): May 3, 2019 NanoFlex Power Corporation (Exact name of registrant as specified in its charter) Florida 333-187308 46-1904002 (State or other jurisdiction of incorporation) (Com

May 22, 2019 EX-4.6

Convertible Redeemable Note, issued to LG Capital Funding LLC, dated as of May 14, 2019.

Exhibit 4.6 THIS NOTE AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER (THE “1933 ACT”) US $50,000

May 14, 2019 10-Q

OPVS / NanoFlex Power Corporation 10-Q Quarterly Report QUARTERLY REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2019 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 333-187308 NANOFLEX POWER CORPO

April 16, 2019 10-K

OPVS / NanoFlex Power Corporation ANNUAL REPORT (Annual Report)

10-K 1 f10k2018nanoflexpower.htm ANNUAL REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File N

April 1, 2019 NT 10-K

OPVS / NanoFlex Power Corporation LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One) x Form 10-K ¨ Form 20-F ¨ Form 11-K ¨ Form 10-Q Form 10-D ¨ Form N-SAR ¨ Form N-CSR For Period Ended: December 31, 2018 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-Q ¨ Transition Report on F

March 27, 2019 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): March 15, 2019 NanoFlex Power Corporation (Exact name of registrant as specified in its charter) Florida 333-187308 46-1904002 (State or other jurisdiction of incorporation) (

March 1, 2019 8-K

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Unregistered Sales of Equity Securities, Other Events, Financial Statements and Exhibits

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): February 15, 2019 NanoFlex Power Corporation (Exact name of registrant as specified in its charter) Florida 333-187308 46-1904002 (State or other jurisdiction of incorporation

March 1, 2019 EX-10.1

Securities Purchase Agreement, dated as of February 21, 2019, by and between NanoFlex Power Corporation and Power Up Lending Group Ltd.

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of February 21, 2019, by and between NANOFLEX POWER CORPORATION, a Florida corporation, with its address at 17207 N. Perimeter Dr., Suite 210, Scottsdale, AZ 85255 (the “Company”), and POWER UP LENDING GROUP LTD., a Virginia corporation, with its address at 111 Great Neck Road, Suite 216, Grea

March 1, 2019 EX-4.2

Convertible Redeemable Note, dated as of February 22, 2019.

Exhibit 4.2 THIS NOTE AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER (THE “1933 ACT”) US $70,000

March 1, 2019 EX-10.2

Securities Purchase Agreement, dated as of February 22, 2019, by and between NanoFlex Power Corporation and One44 Capital LLC.

Exhibit 10.2 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of February 22, 2019, by and between NANOFLEX POWER CORPORATION, a Florida corporation, with headquarters located at 15333 N Pima Road., Suite 305, Scottsdale, AZ 85260 (the “Company”), and ONE44 CAPITAL LLC, a New York limited liability company, with its address at 1249 Broadway, Suite 103, H

March 1, 2019 EX-4.1

Convertible Promissory Note with Power Up Lending Group Ltd., dated as of February 21, 2019

Exhibit 4.1 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE S

March 1, 2019 EX-4.3

Certificate of Designation of Series A Redeemable Participating Convertible Preferred Stock, dated as of February 15, 2019

Exhibit 4.3 certificate of DESIGNATION OF SERIES A REDEEMABLE PARTICIPATING CONVERTIBLE PREFERRED STOCK of Nanoflex power corporation Pursuant to the provisions of Section 607.0601 of the Florida Business Corporation Act NanoFlex Power Corporation (the “Corporation”), a corporation organized and validly existing under the Florida Business Corporation Act (“FBCA”), hereby certifies that the followi

December 14, 2018 EX-10.2

Securities Purchase Agreement, dated as of December 7, 2018, by and between NanoFlex Power Corporation and APG Capital Holdings, LLC.

Exhibit 10.2 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of December 7, 2018, by and between NanoFlex Power Corporation a Florida corporation, with headquarters located at 15333 N. Prima Road, Scottsdale, AZ 85260 (the “Company”), and APG Capital Holdings, LLC, A Florida limited liability company with its executive offices located at 4846 N. Univers

December 14, 2018 EX-10.1

Securities Purchase Agreement, dated as of December 5, 2018, by and between NanoFlex Power Corporation and Power Up Lending Group Ltd.

EX-10.1 5 f8k120518ex10-1nanoflex.htm SECURITIES PURCHASE AGREEMENT, DATED AS OF DECEMBER 5, 2018, BY AND BETWEEN NANOFLEX POWER CORPORATION AND POWER UP LENDING GROUP LTD. Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of December 5, 2018, by and between NANOFLEX POWER CORPORATION, a Florida corporation, with its address at 17207 N. Perim

December 14, 2018 EX-4.2

Convertible Promissory Note, dated as of December 7, 2018.

Exhibit 4.2 NanoFlex Power Corporation 12% CONVERTIBLE PROMISSORY NOTE Effective Date December 7, 2018 US $40,000.00 Due December 7, 2019 THIS NOTE AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED

December 14, 2018 EX-4.3

Convertible Promissory Note, dated as of December 11, 2018.

Exhibit 4.3

December 14, 2018 EX-4.1

Convertible Promissory Note, dated as of December 5, 2018.

Exhibit 4.1 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE S

December 14, 2018 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): December 5, 2018 NanoFlex Power Corporation (Exact name of registrant as specified in its charter) Florida 333-187308 46-1904002 (State or other jurisdiction of incorporation)

December 4, 2018 EX-4.1

Convertible Redeemable Note with One 44 Capital, LLC, dated as of November 15, 2018

Exhibit 4.1 THIS NOTE AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER (THE “1933 ACT”) US $170,00

December 4, 2018 EX-4.4

Convertible Redeemable Note with Adar Alef, LLC, dated as of November 28, 2018

Exhibit 4.4 THIS NOTE AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER (THE “1933 ACT”) US $80,250

December 4, 2018 EX-4.3

Auctus Fund, LLC Common Stock Purchase Warrant, dated as of November 19, 2018

Exhibit 4.3 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REG

December 4, 2018 EX-10.1

Securities Purchase Agreement, dated as of November 15, 2018, by and between NanoFlex Power Corporation and One 44 Capital, LLC.

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of November 15 2018, by and between NANOFLEX POWER CORPORATION, a Florida corporation, with headquarters located at 17207 N. Perimeter Dr., Suite 210, Scottsdale, AZ 85255 (the “Company”), and ONE44 CAPITAL LLC, a New York limited liability company, with its address at 1249 Broadway, Suite 103

December 4, 2018 EX-10.3

Securities Purchase Agreement, dated as of November 28, 2018, by and between NanoFlex Power Corporation and Adar Alef, LLC.

EX-10.3 11 f8k111518ex10-3nanoflex.htm SECURITIES PURCHASE AGREEMENT, DATED AS OF NOVEMBER 28, 2018, BY AND BETWEEN NANOFLEX POWER CORPORATION AND ADAR ALEF, LLC. Exhibit 10.3 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of November 28, 2018, by and between NanoFlex Power Corporation, a Nevada corporation, with headquarters located at 17207 N. Perime

December 4, 2018 EX-4.2

Convertible Promissory Note with Auctus Fund, LLC, dated as of November 19, 2018

Exhibit 4.2 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR T

December 4, 2018 EX-4.6

Convertible Promissory Note with Power Up Lending Group LTD., dated as of November 29, 2018

Exhibit 4.6 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE S

December 4, 2018 EX-10.6

Securities Purchase Agreement, dated as of November 28, 2018, by and between NanoFlex Power Corporation and Morningview Financial, LLC.

Exhibit 10.6 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of November 28, 2018, by and between NANOFLEX POWER CORPORATION, a Florida corporation, with headquarters located at 17207 N. Perimeter Dr., Suite 210, Scottsdale, AZ 85255 (the “Company”), and MORNINGVIEW FINANCIAL, LLC, a Wyoming limited liability company, with its address at 401 Park Ave. S

December 4, 2018 EX-10.4

Securities Purchase Agreement, dated as of November 28, 2018, by and between NanoFlex Power Corporation and LG Capital Funding LLC.

Exhibit 10.4 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of November 28, 2018, by and between NanoFlex Power Corporation, a Florida corporation, with headquarters located at 17207 N. Perimeter Dr. Suite 210, Scottsdale, AZ 85255 (the “Company”), and LG CAPITAL FUNDING LLC, a New York limited liability company, with its address at 1218 Union Street,

December 4, 2018 EX-10.2

Securities Purchase Agreement, dated as of November 19, 2018, by and between NanoFlex Power Corporation and Auctus Fund, LLC.

Exhibit 10.2 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of November 19, 2018, by and between NANOFLEX POWER CORPORATION, a Florida corporation, with headquarters located at 17207 N. Perimeter Dr., Suite 210, Scottsdale, AZ 85255 (the “Company”), and AUCTUS FUND, LLC, a Delaware limited liability company, with its address at 545 Boylston Street, 2nd

December 4, 2018 8-K

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Unregistered Sales of Equity Securities, Other Events, Financial Statements and Exhibits

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): November 15, 2018 NanoFlex Power Corporation (Exact name of registrant as specified in its charter) Florida 333-187308 46-1904002 (State or other jurisdiction of incorporation

December 4, 2018 EX-4.5

Convertible Redeemable Note with LG Capital Funding, LLC, dated as of November 28, 2018

Exhibit 4.5 THIS NOTE AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER (THE “1933 ACT”) US $80,250

December 4, 2018 EX-4.7

Convertible Promissory Note with Morningview Financial, LLC, dated as of November 28, 2018

Exhibit 4.7 NEITHER THE ISSUANCE NOR SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (1) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR T

December 4, 2018 EX-10.5

Securities Purchase Agreement, dated as of November 29, 2018, by and between NanoFlex Power Corporation and Power Up Lending Group Ltd.

Exhibit 10.5 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of November 29, 2018, by and between NANOFLEX POWER CORPORATION, a Florida corporation, with its address at 17207 N. Perimeter Dr., Suite 210, Scottsdale, AZ 85255 (the “Company”), and POWER UP LENDING GROUP LTD., a Virginia corporation, with its address at 111 Great Neck Road, Suite 216, Grea

November 9, 2018 10-Q

OPVS / NanoFlex Power Corporation QUARTERLY REPORT (Quarterly Report)

10-Q 1 f10q0918nanoflexpower.htm QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2018 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to

September 17, 2018 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

8-K 1 f8k082818nanoflexpower.htm CURRENT REPORT 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) Florida 333-187308 46-1904002

September 17, 2018 EX-10.1

Form of Securities Purchase Agreement with One 44 Capital, LLC dated as of August 14, 2018

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of August 28, 2018, by and between NANOFLEX POWER CORPORATION, a Florida corporation, with headquarters located at 17207 N. Perimeter Dr., Suite 210, Scottsdale, AZ 85255 (the “Company”), and ONE44 CAPITAL LLC, a New York limited liability company, with its address at 1249 Broadway, Suite 103,

September 17, 2018 EX-4.1

Convertible Redeemable Note with One 44 Capital, LLC dated as of August 28, 2018

Exhibit 4.1 THIS NOTE AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER (THE “1933 ACT”) US 50,000.

August 23, 2018 8-K

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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 14, 2018 NanoFlex Power Corporation (Exact name of registrant as specified in its charter) Florida 333-187308 46-1904002 (State or other jurisdiction of incorporation)

August 23, 2018 EX-10.1

Form of Securities Purchase Agreement with Power Up Lending Group, L.P. dated as of August 14, 2018

EX-10.1 3 f8k081418ex10-1nanoflex.htm FORM OF SECURITIES PURCHASE AGREEMENT, DATED AS OF AUGUST 14, 2018 Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of August 14, 2018, by and between NANOFLEX POWER CORPORATION, a Florida corporation, with its address at 17207 N. Perimeter Dr., Suite 210, Scottsdale, AZ 85255 (the “Company”), and POWER

August 23, 2018 EX-4.1

Form of Convertible Promissory Note with Power Up Lending Group, L.P., dated as of August 14, 2018

Exhibit 4.1 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE S

August 13, 2018 10-Q

OPVS / NanoFlex Power Corporation QUARTERLY REPORT (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2018 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 333-187308 NANOFLEX POWER CORPOR

August 9, 2018 EX-4.1

Form of Convertible Promissory Note with EMA Financial, LLC dated as of July 23, 2018

Exhibit 4.1 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR T

August 9, 2018 EX-10.1

Form of Securities Purchase Agreement with EMA Financial, LLC dated as of July 23, 2018

EX-10.1 3 f8k072318ex10-1nanoflex.htm FORM OF SECURITIES PURCHASE AGREEMENT, DATED AS OF JULY 23, 2018 Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of July 23, 2018, is entered into by and between NANOFLEX POWER CORP., a Florida corporation (the “Company”), and EMA Financial, LLC, a Delaware limited liability company (the “Purchaser”).

August 9, 2018 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): July 23, 2018 NanoFlex Power Corporation (Exact name of registrant as specified in its charter) Florida 333-187308 46-1904002 (State or other jurisdiction of incorporation) (C

July 3, 2018 EX-10.1

Form of Securities Purchase Agreement with Power Up Lending Group, Ltd. dated as of June 26, 2018

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of June 26, 2018, by and between NANOFLEX POWER CORPORATION, a Florida corporation, with its address at 17207 N. Perimeter Dr., Suite 210, Scottsdale, AZ 85255 (the “Company”), and POWER UP LENDING GROUP LTD., a Virginia corporation, with its address at 111 Great Neck Road, Suite 216, Great Ne

July 3, 2018 8-K

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Unregistered Sales of Equity Securities, Other Events, Financial Statements and Exhibits

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): June 1, 2018 NanoFlex Power Corporation (Exact name of registrant as specified in its charter) Florida 333-187308 46-1904002 (State or other jurisdiction of incorporation) (Co

July 3, 2018 EX-4.1

Form of Convertible Promissory Note with Power Up Lending Group, L.P., dated as of June 26, 2018

Exhibit 4.1 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE S

June 26, 2018 EX-10.3

Form of Securities Purchase Agreement with Peak One Opportunity Fund, L.P. dated June 13, 2018

Exhibit 10.3 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of June 13, 2018, is entered into by and between NANOFLEX POWER CORPORATION, a Florida corporation, (the “Company”) and PEAK ONE OPPORTUNITY FUND, L.P., a Delaware limited partnership (the “Buyer”). WITNESSETH: WHEREAS, the Company and the Buyer are executing and delivering this Agreement in a

June 26, 2018 EX-4.2

12% Convertible Redeemable Note (Back-End Note) with GS Capital Partners, LLC dated June 11, 2018

Exhibit 4.2 THIS NOTE AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER (THE “1933 ACT”) US $50,000

June 26, 2018 EX-10.2

Form of Securities Purchase Agreement with LG Capital Funding, LLC dated June 13, 2018

Exhibit 10.2 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of June 13, 2018, by and between NanoFlex Power Corporation, a Florida corporation, with headquarters located at 17207 N. Perimeter Dr. Suite 210, Scottsdale, AZ 85255 (the “Company”), and LG CAPITAL FUNDING LLC, a New York limited liability company, with its address at 1218 Union Street, Suit

June 26, 2018 EX-10.1

Form of Securities Purchase Agreement with GS Capital Partners, LLC dated June 11, 2018

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of June 11. 2018, by and between NanoFlex Power Corporation, a Florida corporation, with headquarters located at 17207 N. Perimeter Dr. Suite 210, Scottsdale, AZ 85255 (the “Company”), and GS CAPITAL PARTNERS, LLC, a New York limited liability company, with its address at 30 Broad Street, Suit

June 26, 2018 8-K

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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): June 11, 2018 NanoFlex Power Corporation (Exact name of registrant as specified in its charter) Florida 333-187308 46-1904002 (State or other jurisdiction of incorporation) (C

June 26, 2018 EX-4.8

Common Stock Purchase Warrant issued to Peak One Opportunity Fund, L.P., dated as of June 13, 2018

Exhibit 4.8 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REG

June 26, 2018 EX-4.6

LG Capital Funding, LLC Collateralized Secured Promissory Note, dated as of June 13, 2018

Exhibit 4.6 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. LENDERS SHO

June 26, 2018 EX-4.1

12% Convertible Redeemable Note with GS Capital Partners, LLC dated June 11, 2018

Exhibit 4.1 THIS NOTE AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER (THE “1933 ACT”) US $50,000

June 26, 2018 EX-4.4

12% Convertible Redeemable Note with LG Capital Funding, LLC dated June 13, 2018

Exhibit 4.4 THIS NOTE AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR TILE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER (TILE “1933 ACT”) US $80,2

June 26, 2018 EX-4.3

GS Capital Partners, LLC Collateralized Secured Promissory Note, dated as of June 11, 2018.

Exhibit 4.3 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSI-ERRED OR RESOLD EXCEPT AS PERMI.FlED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM, LENDERS S

June 26, 2018 EX-4.5

12% Convertible Redeemable Note (Back-End Note) with LG Capital Funding, LLC dated June 13, 2018

Exhibit 4.5 THIS NOTE AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER (THE “1933 ACT”) US $80,250

June 26, 2018 EX-4.7

Convertible Debenture Due June 19, 2021, dated as of June 19, 2018 with Peak One Opportunity Fund, L.P.

Exhibit 4.7 SIGNING DEBENTURE NEITHER THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE OR UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES ARE RESTRICTED AND MAY NOT BE OFFERED, RESOLD, PLEDGED OR TRANSFERRED EXCEPT AS PERMITTED UNDER THE ACT PURSU

June 11, 2018 8-K

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Unregistered Sales of Equity Securities, Other Events, Financial Statements and Exhibits

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): June 5, 2018 NanoFlex Power Corporation (Exact name of registrant as specified in its charter) Florida 333-187308 46-1904002 (State or other jurisdiction of incorporation) (Co

June 11, 2018 EX-10.1

Form of Securities Purchase Agreement with Power Up Lending Group, Ltd. Dated June 5, 2018

EX-10.1 4 f8k060518ex10-1nano.htm FORM OF SECURITIES PURCHASE AGREEMENT, DATED AS OF JUNE 5, 2018 Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of June 5, 2018, by and between NANOFLEX POWER CORPORATION, a Florida corporation, with its address at 17207 N. Perimeter Dr., Suite 210, Scottsdale, AZ 85255 (the “Company”), and POWER UP LENDING

June 11, 2018 EX-4.2

Amendment No. 1 to Convertible Promissory Note issued to Morningview Financial, LLC dated as of June 6, 2018

Exhibit 4.2 AMENDMENT #1 TO THE CONVERTIBLE PROMISSORY NOTE ISSUED ON DECEMBER 12, 2017 THIS AMENDMENT #1 TO THE CONVERTIBLE PROMISSORY NOTE ISSUED ON December 12, 2017 (the “Amendment”) is made effective as of June 6, 2018, by and between Nanoflex Power Corporation, a Florida corporation (the “Company”), and Morningview Financial, LLC, a Wyoming limited liability company (the “Holder”) (collectiv

June 11, 2018 EX-4.1

Form of Convertible Promissory Note with Power Up Lending Group, Ltd. Dated June 5, 2018

Exhibit 4.1 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE S

June 4, 2018 EX-4.1

Form of Convertible Redeemable Note with Adar Bays, LLC dated May 29, 2018

EX-4.1 2 f8k0618ex4-1nanoflex.htm CONVERTIBLE REDEEMABLE NOTE Exhibit 4.1 THIS NOTE AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND

June 4, 2018 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

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): May 29, 2018 NanoFlex Power Corporation (Exact name of registrant as specified in its charter) Florida 333-187308 46-1904002 (State or other jurisdiction of incorporation) (Co

June 4, 2018 EX-10.1

Form of Securities Purchase Agreement with Adar Bays, LLC dated May 29, 2018

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of May 29, 2018, by and between NanoFlex Power Corporation, a Nevada corporation, with headquarters located at 17207 N. Perimeter Dr. Suite 210, Scottsdale, AZ 85255 (the “Company”), and ADAR BAYS, LLC, a Florida limited liability company, with its address at 3411 Indian Creek Drive, Suite 403

May 25, 2018 EX-4.1

Form of JSJ Investments, Inc. Convertible Promissory Note dated May 16, 2018

Exhibit 4.1 NEITHER THIS NOTE NOR THE SECURITIES THAT MAY BE ISSUED BY THE COMPANY UPON CONVERSION HEREOF (COLLECTIVELY, THE “SECURITIES”) HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THE SECURITIES NOR ANY INTEREST OR PARTICIPATION THEREIN MAY BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNE

May 25, 2018 EX-10.1

Form of Securities Purchase Agreement with One44 Capital, LLC dated May 22, 2018

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of May 22, 2018, by and between NANOFLEX POWER CORPORATION, a Florida corporation, with headquarters located at 17207 N. Perimeter Dr., Suite 210, Scottsdale, AZ 85255 (the “Company”), and ONE44 CAPITAL LLC, a New York limited liability company, with its address at 1249 Broadway, Suite 103, He

May 25, 2018 8-K

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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): May 16, 2018 NanoFlex Power Corporation (Exact name of registrant as specified in its charter) Florida 333-187308 46-1904002 (State or other jurisdiction of incorporation) (Co

May 25, 2018 EX-4.2

Form of Convertible Promissory Note with One44 Capital, LLC dated May 22, 2018

Exhibit 4.2 THIS NOTE AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER (THE “1933 ACT”) US 170,000

May 15, 2018 10-Q

OPVS / NanoFlex Power Corporation QAURTERLY REPORT (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2018 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 333-187308 NANOFLEX POWER CORPO

May 10, 2018 EX-4.2

Auctus Fund, LLC Common Stock Purchase Warrant

EX-4.2 3 f8k050218ex4-2nanoflex.htm FORM OF COMMON STOCK PURCHASE WARRANT, DATED AS OF MAY 2, 2018 Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE

May 10, 2018 EX-10.1

Securities Purchase Agreement with Auctus Fund, LLC dated May 2, 2018

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of May 2, 2018, by and between NANOFLEX POWER CORPORATION, a Florida corporation, with headquarters located at 17207 N. Perimeter Dr., Suite 210, Scottsdale, AZ 85255 (the “Company”), and AUCTUS FUND, LLC, a Delaware limited liability company, with its address at 177 Huntington Avenue, 17th Fl

May 10, 2018 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): May 2, 2018 NanoFlex Power Corporation (Exact name of registrant as specified in its charter) Florida 333-187308 46-1904002 (State or other jurisdiction of incorporation) (Com

May 10, 2018 EX-4.1

Auctus Fund, LLC Convertible Promissory Note dated May 2, 2018

Exhibit 4.1 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR T

March 26, 2018 10-K

OPVS / NanoFlex Power Corporation ANNUAL REPORT (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2017 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No.

February 5, 2018 EX-10.3

Crown Bridge Partners, LLC Warrant

Exhibit 10.3 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE RE

February 5, 2018 EX-10.2

Convertible Promissory Note with Crown Bridge, LLC

Exhibit 10.2 NEITHER THE ISSUANCE NOR SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR

February 5, 2018 8-K

Current Report

8-K 1 f8k012318nanoflexpower.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 23, 2018 NanoFlex Power Corporation (Exact name of registrant as specified in its charter) Florida 333-187308 46-1904002 (State

February 5, 2018 EX-10.1

Securities Purchase Agreement with Crown Bridge, LLC dated January 23, 2018

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the ?Agreement?), dated as of January 23, 2018, by and between NANOFLEX POWER CORPORATION, a Florida corporation, with headquarters located at 17207 N. Perimeter Dr., Suite 210, Scottsdale, AZ 85255 (the ?Company?), and CROWN BRIDGE PARTNERS, LLC, a New York limited liability company, with its address at 1173a 2nd Avenu

January 25, 2018 EX-10.4

Convertible Promissory Note for EMA Financial, LLC

Exhibit 10.4 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR

January 25, 2018 EX-10.1

Securities Purchase Agreement with Power Up Lending Group dated January 16, 2018

EX-10.1 2 f8k011618ex10-1nanoflex.htm FORM OF SECURITIES PURCHASE AGREEMENT WITH POWER UP Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of January 16, 2018, by and between NANOFLEX POWER CORPORATION, a Florida corporation, with its address at 17207 N. Perimeter Dr., Suite 210, Scottsdale, AZ 85255 (the “Company”), and POWER UP LENDING GRO

January 25, 2018 EX-10.3

Securities Purchase Agreement with EMA Financial, LLC dated January 16, 2018

Exhibit 10.3 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this ?Agreement?), dated as of January 16, 2018, is entered into by and between NANOFLEX POWER CORP., a Florida corporation (the ?Company?), and EMA Financial, LLC, a Delaware limited liability company (the ?Purchaser?). WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(a

January 25, 2018 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 16, 2018 NanoFlex Power Corporation (Exact name of registrant as specified in its charter) Florida 333-187308 46-1904002 (State or other jurisdiction of incorporation) (Commis

January 25, 2018 EX-10.2

Convertible Promissory Note with Power Up Lending Group

Exhibit 10.2 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE

December 22, 2017 EX-10.1

Securities Purchase Agreement with Power Up Lending Group dated December 12, 2017

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the ?Agreement?), dated as of December 12, 2017, by and between NANOFLEX POWER CORPORATION, a Florida corporation, with its address at 17207 N. Perimeter Dr., Suite 210, Scottsdale, AZ 85255 (the ?Company?), and POWER UP LENDING GROUP LTD., a Virginia corporation, with its address at 111 Great Neck Road, Suite 216, Grea

December 22, 2017 EX-10.5

Securities Purchase Agreement with Firstfire Global Opportunities Fund dated December 12, 2017

Exhibit 10.5 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the ?Agreement?), dated as of December 15, 2017, by and between NANOFLEX POWER CORPORATION, a Florida corporation, with headquarters located at 17207 N. Perimeter Dr., Suite 210, Scottsdale, AZ 85255 (the ?Company?), and FIRSTFIRE GLOBAL OPPORTUNITIES FUND, LLC, a Delaware limited liability company, with its address at

December 22, 2017 EX-10.2

Convertible Promissory Note with Power Up Lending Group

Exhibit 10.2 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE

December 22, 2017 8-K

Current Report

8-K 1 f8k121217nanoflexpower.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 12, 2017 NanoFlex Power Corporation (Exact name of registrant as specified in its charter) Florida 333-187308 46-1904002 (Stat

December 22, 2017 EX-10.7

Warrant issued to Firstfire Global Opportunities Fund

Exhibit 10.7 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE RE

December 22, 2017 EX-10.3

Securities Purchase Agreement with Morningview Financial, LLC dated December 12, 2017

Exhibit 10.3 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of December 12, 2017, by and between NANOFLEX POWER CORPORATION, a Florida corporation, with headquarters located at 17207 N. Perimeter Dr., Suite 210, Scottsdale, AZ 85255 (the “Company”), and MORNINGVIEW FINANCIAL, LLC, a Wyoming limited liability company, with its address at 401 Park Ave. S

December 22, 2017 EX-10.6

Convertible Promissory Note with Firstfire Global Opportunities Fund

Exhibit 10.6 THIS INSTRUMENT CONTAINS AN AFFIDAVIT OF CONFESSION OF JUDGMENT PROVISION WHICH CONSTITUTES A WAIVER OF IMPORTANT RIGHTS BORROWER MAY HAVE AND ALLOWS THE HOLDER TO OBTAIN A JUDGMENT AGAINST BORROWER WITHOUT ANY FURTHER NOTICE. NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTE

December 22, 2017 EX-10.4

Convertible Promissory Note with Morningview Financial, LLC

Exhibit 10.4 NEITHER THE ISSUANCE NOR SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR

November 28, 2017 8-K

Current Report

8-K 1 f8k112117nanoflexpower.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 21, 2017 NanoFlex Power Corporation (Exact name of registrant as specified in its charter) Florida 333-187308 46-1904002 (Stat

November 28, 2017 EX-10.1

Convertible promissory note with JSJ Investments dated November 21, 2017

Exhibit 10.1

November 13, 2017 EX-10.3

Note Offering Documents.*

Exhibit 10.3 WARRANT HOLDER: Name Address NUMBER OF WARRANT SHARES: THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITI

November 13, 2017 10-Q

OPVS / NanoFlex Power Corporation QUARTERLY REPORT (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2017 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 333-187308 NANOFLEX POWER C

November 13, 2017 EX-10.1

Note Conversion Agreement and Amendment thereto.*

Exhibit 10.1 NANOFLEX POWER CORPORATION NOTE CONVERSION AGREEMENT THIS NOTE CONVERSION AGREEMENT (the “Agreement”), dated as of October 11, 2017, is entered into by and between NanoFlex Power Corporation., a corporation organized under the laws of the state of Florida (the “Company”), and Ronald B. Foster (the “Holder”). WHEREAS, the Holder is the holder of the following unsecured non-convertible

November 13, 2017 EX-10.2

Conversion Note dated October 11, 2017 and Warrant dated October 18, 2017.*

Exhibit 10.2 NEITHER THIS NOTE NOR THE SECURITIES THAT ARE ISSUABLE UPON CONVERSION HEREOF OR UPON EXCHANGE HEREUNDER (COLLECTIVELY, THE “SECURIT

August 9, 2017 EX-10.10

Securities Purchase Agreement dated July 25, 2017 with Power Up Lending Group.*

Exhibit 10.10 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of July 25, 2017, by and between NANOFLEX POWER CORPORATION, a Florida corporation, with its address at 17207 N. Perimeter Dr., Suite 210, Scottsdale, AZ 85255 (the “Company”), and POWER UP LENDING GROUP LTD., a Virginia corporation, with its address at 111 Great Neck Road, Suite 216, Great N

August 9, 2017 10-Q

OPVS / NanoFlex Power Corporation QUARTERLY REPORT (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2017 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 333-187308 NANOFLEX POWER CORPOR

August 9, 2017 EX-10.11

Promissory Note dated July 25, 2017 issued to Power Up Lending Group.*

Exhibit 10.11 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE

August 9, 2017 EX-10.9

Amendment dated July 28, 2017 to the Promissory Note dated April 25, 2017 with JSJ Investments, Inc.*

Exhibit 10.9 AMENDMENT #1 TO THE CONVERTIBLE PROMISSORY NOTE ISSUED ON APRIL 25, 2017 THIS AMENDMENT #1 TO THE CONVERTIBLE PROMISSORY NOTE ISSUED ON APRIL 25, 2017 (the “Amendment”) is made effective as of July 28, 2017, by and between NanaFlex Power Corporation, a Florida corporation (the “Company”), and JSJ Investments, Inc., a Texas corporation (the “Holder”) (collectively the “Parties”). BACKG

May 18, 2017 8-K

NanoFlex Power CURRENT REPORT (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 10, 2017 NanoFlex Power Corporation (Exact name of registrant as specified in its charter) Florida 333-187308 46-1904002 (State or other jurisdiction of incorporation) (Commission

May 18, 2017 EX-17.1

Resignation Letter.

Exhibit 17.1 Dean, Following up on our prior discussion, this email is to notify you that I am resigning to pursue another opportunity. My last day will be May 15. I will continue to coordinate with the team to ensure a smooth transition. Thank you for the opportunity to work with NanoFlex and be a part of the team. I wish you and the team the best of luck! Best regards, Mark

May 18, 2017 EX-10.1

Form of Employment Agreement and Form of Warrant.

Exhibit 10.1 Employment Agreement This employment agreement (the ?Agreement?) is dated as of May 18, 2017 by and between NanoFlex Power Corporation, a Florida corporation (the ?Company?) and Ronald V. DaVella (the ?Executive.?) WHEREAS, the Executive has been appointed as the Company?s Chief Financial Officer effective May 15, 2017, and possesses the experience and knowledge required to serve in s

May 10, 2017 EX-10.4

Form of Securities Purchase Agreement dated April 28, 2017 with Silo Equity Partners Venture Fund, LLC.

Exhibit 10.4 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of April 28, 2017, is entered into by and between NanoFlex Power Corporation., a Florida corporation (the “Company”), and Silo Equity Partners Venture Fund, LLC, a Delaware limited liability company (the “Purchaser”). WHEREAS, subject to the terms and conditions set forth in this Agreement an

May 10, 2017 EX-10.1

Form of Promissory Note dated April 25, 2017 with JSJ Investments, Inc.

Exhibit 10.1 NEITHER THIS NOTE NOR THE SECURITIES THAT MAY BE ISSUED BY THE COMPANY UPON CONVERSION HEREOF (COLLECTIVELY, THE “SECURITIES”) HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THE SECURITIES NOR ANY INTEREST OR PARTICIPATION THEREIN MAY BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGN

May 10, 2017 EX-10.6

Form of Promissory Noted dated May 4, 2017 with JMJ Financial.

Exhibit 10.6 OPVS CONVERTIBLE PROMISSORY NOTE FOR VALUE RECEIVED, Dean L. Ledger, an Individual, and NanoFlex Power Corporation, a Florida corporation (the ?Issuer? of this Security) with at least 60,000,000 common shares issued and outstanding, issues this Security and promises to pay to JMJ Financial, a Nevada sole proprietorship, or its Assignees (the ?Investor?) the Principal Sum along with th

May 10, 2017 EX-14.1

Code of Ethics.

Exhibit 14.1 NANOFLEX POWER CORPORATION CODE OF BUSINESS CONDUCT AND ETHICS (ADOPTED BY THE BOARD OF DIRECTORS ON MARCH 23, 2017) INTRODUCTION This Code of Business Conduct and Ethics (the ?CODE?) covers a wide range of business practices and procedures. It does not cover every issue that may arise but it sets out basic principles to guide all employees of the Company. All of our officers, directo

May 10, 2017 EX-4.1

Form of Warrant for Unit Offering.

EX-4.1 2 f10q0317ex4inanoflex.htm FORM OF WARRANT FOR UNIT OFFERING Exhibit 4.1 WARRANT HOLDER: Name Address NUMBER OF WARRANT SHARES: THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE

May 10, 2017 EX-10.5

Form of Promissory Note dated April 27, 2017 with Silo Equity Partners Venture Fund, LLC.

Exhibit 10.5 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR

May 10, 2017 EX-10.2

Form of Securities Purchase Agreement dated April 25, 2017 with Power Up Lending Group.

Exhibit 10.2 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of April 25, 2017, by and between NANOFLEX POWER CORPORATION, a Florida corporation, with its address at 17207 N. Perimeter Dr., Suite 210, Scottsdale, AZ 85255 (the “Company”), and POWER UP LENDING GROUP LTD., a Virginia corporation, with its address at 111 Great Neck Road, Suite 216, Great N

May 10, 2017 EX-10.7

Form of Personal Guaranty and Recourse Agreement with JMJ Financial.

EX-10.7 9 f10q0317ex10viinanoflex.htm FORM OF PERSONAL GUARANTY AND RECOURSE AGREEMENT WITH JMJ FINANCIAL. Exhibit 10.7 PERSONAL GUARANTY AND RECOURSE AGREEMENT This Personal Guaranty and Recourse Agreement, dated May 3, 2017 (this “Guaranty Agreement”), is by and between Dean L. Ledger, an individual residing at (the “Guarantor”), and JMJ Financial (the “Investor”). WHEREAS, NanoFlex Power Corpor

May 10, 2017 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2017 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2017 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 333-187308 NANOFLEX POWER CORPO

May 10, 2017 EX-10.3

Form of Promissory Note dated April 25, 2017 with Power Up Lending Group.

Exhibit 10.3 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE

May 10, 2017 EX-10.8

Form of Representation and Warranties Agreement Regarding Debt and Variable Securities with JMJ Financial.

Exhibit 10.8 REPRESENTATIONS AND WARRANTIES AGREEMENT REGARDING DEBT AND VARIABLE SECURITIES DOCUMENT RW-05032017 This Representations & Warranties Agreement, dated May 3, 2017 (this “Agreement”), is by and between NanoFlex Power Corporation, a Florida corporation (the “Issuer”) and JMJ Financial (the “Investor”) (referred to collectively herein as the “Parties”). WHEREAS, the Issuer and the Inves

March 15, 2017 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2016 ☐ TRANSITION REPORT PURSUANT TO SECTION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2016 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No.

February 7, 2017 EX-99.1

NanoFlex Signs its First Commercial License Agreement with SolAero Technologies, a Global Leader in High Efficiency Solar Cells

Exhibit 99.1 NanoFlex Signs its First Commercial License Agreement with SolAero Technologies, a Global Leader in High Efficiency Solar Cells Scottsdale, AZ, (Date2017) ? NanoFlex Power Corporation (?NanoFlex?) (OTCQB:OPVS), a developer of advanced solar technologies, today announced it has entered into a license agreement with SolAero Technologies Corporation, a global leader in high performance p

February 7, 2017 EX-10.1

License Agreement with SolAero Technologies Corp. Dated February 2, 2017.

EX-10.1 2 f8k020217ex10inanoflex.htm LICENSE AGREEMENT WITH SOLAERO TECHNOLOGIES CORP. DATED FEBRUARY 2, 2017 Exhibit 10.1 LICENSE AGREEMENT IN THIS LICENSE AGREEMENT (this “Agreement”), effective as of February 2, 2017 (“Effective Date”), NanoFlex Power Corp., having a principal place of business at 17207 North Perimeter Drive, Suite 210, Scottsdale, AZ 85255 (“NanoFlex”); and SolAero Technologie

February 7, 2017 8-K

NanoFlex Power CURRENT REPORT (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 2, 2017 NanoFlex Power Corporation (Exact name of registrant as specified in its charter) Florida 333-187308 46-1904002 (State or other jurisdiction of incorporation) (Commis

November 30, 2016 EX-4.11

NANOFLEX POWER CORPORATION Common Stock Purchase Warrant

Exhibit 4.11 WARRANT HOLDER: (Name) (Street) (City, State, Zip) NUMBER OF WARRANT SHARES: THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STAT

November 30, 2016 EX-4.14

NANOFLEX POWER CORPORATION Common Stock Purchase Warrant

Exhibit 4.14 WARRANT HOLDER: (Name) (Street) (City, State, Zip) NUMBER OF WARRANT SHARES: THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STAT

November 30, 2016 EX-10.32

Amendment No. 1 to Roundtable Research Agreement, dated as of July 21, 2016 and effective as of June 16, 2016, between the Company and the Regents of the University of Michigan

Exhibit 10.32 AMENDMENT NO. 1 DATED: JULY 21, 2016 TO ROUNDTABLE RESEARCH AGREEMENT EFFECTIVE June 16, 2016 BETWEEN NANOFLEX POWER CORPORATION (hereinafter “Sponsor”) AND THE REGENTS OF THE UNIVERSITY OF MICHIGAN (hereinafter “University”) Reference: University of Michigan PG No. NOZ1732 WHEREAS Sponsor and University entered into the above referenced Agreement. WHEREAS the Sponsor and University

November 30, 2016 EX-4.13

NANOFLEX POWER CORPORATION Common Stock Purchase Warrant

Exhibit 4.13 WARRANT HOLDER: Name Address NUMBER OF WARRANT SHARES: THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITI

November 30, 2016 EX-4.16

NANOFLEX POWER CORPORATION Common Stock Purchase Warrant

Exhibit 4.16 WARRANT HOLDER: NUMBER OF WARRANT SHARES: THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE

November 30, 2016 EX-10.33

Roundtable Research Agreement, dated as of June 16, 2016, between the Company and the Regents of the University of Michigan#

Exhibit 10.33 Note: Throughout this document, certain confidential material contained herein has been omitted and has been filed separately with the Securities and Exchange Commission. Each omission has been marked with an ***. ROUNDTABLE RESEARCH AGREEMENT THIS AGREEMENT effective this 16 day of June, 2016, by and between NANOFLEX POWER CORPORATION (hereinafter “Sponsor”) and the REGENTS OF THE U

November 30, 2016 EX-4.9

NANOFLEX POWER CORPORATION Common Stock Purchase Warrant

Exhibit 4.9 WARRANT HOLDER: (Name) (Street) (City, State, Zip) NUMBER OF WARRANT SHARES: THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATE

November 30, 2016 S-1

As filed with the Securities and Exchange Commission on November 30, 2016

As filed with the Securities and Exchange Commission on November 30, 2016 Registration No.

November 30, 2016 EX-4.15

NANOFLEX POWER CORPORATION Common Stock Purchase Warrant

Exhibit 4.15 WARRANT HOLDER: NUMBER OF WARRANT SHARES: THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION, AND MAY NOT BE DISPOSED OF WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF

November 30, 2016 EX-10.34

Amendment No. 1 to Roundtable Research Agreement, dated as of July 21, 2016 and effective as of June 16, 2016, between the Company and the Regents of the University of Michigan

Exhibit 10.34 AMENDMENT NO. 1 DATED: JULY 21, 2016 TO ROUNDTABLE RESEARCH AGREEMENT EFFECTIVE June 16, 2016 BETWEEN NANOFLEX POWER CORPORATION (hereinafter “Sponsor”) AND THE REGENTS OF THE UNIVERSITY OF MICHIGAN (hereinafter “University”) Reference: University of Michigan PG No. NO20568 WHEREAS Sponsor and University entered into the above referenced Agreement. WHEREAS the Sponsor and University

November 30, 2016 EX-4.12

NANOFLEX POWER CORPORATION Common Stock Purchase Warrant

Exhibit 4.12 WARRANT HOLDER: (Name) (Street) (City, State, Zip) NUMBER OF WARRANT SHARES: THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STAT

November 30, 2016 EX-4.10

NANOFLEX POWER CORPORATION Common Stock Purchase Warrant

Exhibit 4.10 WARRANT HOLDER: (Name) (Street) (City, State, Zip) NUMBER OF WARRANT SHARES: THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STAT

November 30, 2016 EX-10.25

Research and License Letter Agreement, dated June 4, 2004, among Global Photonic Energy Corporation, Universal Display Corporation, the Trustees of Princeton University, Dr. Stephen R. Forrest, and Dr. Mark E. Thompson

Exhibit 10.25 CONFIDENTIAL June 4, 2004 VIA OVERNIGHT MAIL Mr. John F. Ritter Office of Technology and Trademark Licensing Princeton University 4 New South Building P.O. Box 36 Princeton, NJ 08544 Re: Clarification of UDC/GPEC Research and License Arrangements Dear John, Under the 2002 Amended Research Agreement between Universal Display Corporation (“UDC”) and Princeton University, and by extensi

November 30, 2016 EX-10.26

Office Lease Agreement, dated November 14, 2013, between the Company and DTR10, L.L.C.

Exhibit 10.26 Office Lease Agreement Perimeter Gateway IV between DTR10, L.L.C., an Arizona limited liability company as ?Landlord? and Universal Technology Systems Corp., a Florida corporation as ?Tenant? BASIC LEASE INFORMATION Effective Date: For identification purposes only, the Effective Date of this Lease is November 15, 2013. Landlord: DTR10, LLC, an Arizona limited liability company Tenant

November 30, 2016 EX-10.27

Indemnification Agreement, dated as of December 8, 2014, between the Company and Dean Ledger

Exhibit 10.27 INDEMNIFICATION AGREEMENT AGREEMENT, dated as of December 8, 2014, by and between NanoFlex Power Corporation, with an address at 17207 N. Perimeter Dr., Suite 210, Scottsdale, AZ 85255 ("Indemnitor") and Dean Ledger, residing at 9290 E. Thompson Peak Parkway, Lot 134, Scottsdale AZ 85255 ("Indemnitee"). WHEREAS, Indemnitee has provided a personal guaranty (the "Guaranty") for the off

November 30, 2016 EX-1.1

UNDERWRITING AGREEMENT NANOFLEX POWER CORPORATION AEGIS CAPITAL CORP., as Representative of the Several Underwriters UNDERWRITING AGREEMENT

Exhibit 1.1 UNDERWRITING AGREEMENT between NANOFLEX POWER CORPORATION and AEGIS CAPITAL CORP., as Representative of the Several Underwriters UNDERWRITING AGREEMENT New York, New York [], 2016 Aegis Capital Corp. As Representative of the several Underwriters named on Schedule 1 attached hereto 810 Seventh Avenue, 18th Floor New York, New York 10019 Ladies and Gentlemen: The undersigned, Nanoflex Po

November 30, 2016 EX-10.31

Roundtable Research Agreement, dated as of June 16, 2016, between the Company and the Regents of the University of Michigan#

Exhibit 10.31 Note: Throughout this document, certain confidential material contained herein has been omitted and has been filed separately with the Securities and Exchange Commission. Each omission has been marked with an ***. ROUNDTABLE RESEARCH AGREEMENT THIS AGREEMENT effective this 16 day of June, 2016, by and between NANOFLEX POWER CORPORATION (hereinafter ?Sponsor?) and the REGENTS OF THE U

November 10, 2016 EX-10.2

EMPLOYMENT AGREEMENT

EX-10.2 3 f10q0916ex10iinanoflexpower.htm EMPLOYMENT AGREEMENT WITH MARK TOBIN DATED SEPTEMBER 1, 2015 Exhibit 10.2 EMPLOYMENT AGREEMENT This employment agreement (the “Agreement”) is dated as of September 1, 2015 by and between NanoFlex Power Corporation, a Florida corporation (the “Company”) and Mark Tobin (the “Executive.”) WHEREAS, the Executive is presently the Company’s Chief Financial Offic

November 10, 2016 EX-10.3

First Amendment to Research Agreement, dated August 8, 2016, the Company and the University of Southern California

Exhibit 10.3 AMENDMENT ONE TO RESEARCH AGREEMENT 003693-00001 BETWEEN UNIVERSITY OF SOUTHERN CALIFORNIA AND NANOFLEX POWER CORPORATION This First Amendment to Research Agreement (the “Amendment”) dated August 8, 2016 is entered into by and between the University of Southern California, a California nonprofit educational institution (“USC”) and NanoFlex Power Corporation (“Sponsor”). USC and Sponso

November 10, 2016 EX-10.1

Amendment to Independent Contractor Services Agreement, dated October 21, 2016, between the Company and Norman Allen

Exhibit 10.1 AMENDMENT TO INDEPENDENT CONTRACTOR SERVICES AGREEMENT THIS SECOND AMENDMENT TO THE INDEPENDENT CONTRACTOR SERVICES AGREEMENT (this "Second Amendment") is made this 21 day of October, 2016 by and between Power Strategies, LLC ("PSL") and NanoFlex Power Corporation (the "Company"). All capitalized terms used in this Amendment and not otherwise defined in this Amendment shall have the r

November 10, 2016 EX-10.4

Amendment No. 4 to Amended License Agreement, dated August 22, 2016, among Princeton University, the University of Southern California, the Regents of the University of Michigan, and the Company

Exhibit 10.4 Fourth Amendment to the Amended License Agreement by and among Princeton University The University of Southern California, The Regents of the University of Michigan And NanoFlex Power Corporation This Fourth Amendment, made and entered into on August 22, 2016, to the Amended License Agreement dated May 1, 1998 (“Agreement”), is among the University of Southern California, a California

November 10, 2016 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2016 ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2016 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 333-187308 NANOFLEX POWER C

November 1, 2016 CORRESP

NanoFlex Power ESP

NANOFLEX POWER CORPORATION 17207 N. Perimeter Drive, Suite 210 Scottsdale, Arizona 85255 November 1, 2016 VIA EDGAR AND FEDEX John Cash Accounting Branch Chief United States Securities and Exchange Commission Division of Corporation and Finance Office of Manufacturing and Construction 100 F. Street, N.E. Washington, D.C. 20549 Re: NanoFlex Power Corporation (the “Company” or “NanoFlex”) Form 10-K

October 26, 2016 EX-10.2

AMENDMENT TO EMPLOYMENT AGREEMENT

Exhibit 10.2 AMENDMENT TO EMPLOYMENT AGREEMENT THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this ?Amendment?) is made this 21st day of October, 2016 by and between Mark Tobin (the ?Executive?) and NanoFlex Power Corporation (the ?Company?). All capitalized terms used in this Amendment and not otherwise defined in this Amendment shall have the respective meanings ascribed to them in that certain E

October 26, 2016 8-K

NanoFlex Power CURRENT REPORT (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 21, 2016 NanoFlex Power Corporation (Exact name of registrant as specified in its charter) Florida 333-187308 46-1904002 (State or other jurisdiction of incorporation) (Commis

October 26, 2016 EX-10.1

Second Amendment to Employment Agreement with Dean L. Ledger dated October 21, 2016

Exhibit 10.1 SECOND AMENDMENT TO EMPLOYMENT AGREEMENT THIS SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (this ?Second Amendment?) is made this 21st day of October, 2016 by and between Dean Ledger (the ?Executive?) and NanoFlex Power Corporation (the ?Company?). All capitalized terms used in this Amendment and not otherwise defined in this Amendment shall have the respective meanings ascribed to them i

August 15, 2016 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2016 ☐ TRANSITION REPORT PURSUANT TO S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2016 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 333-187308 NANOFLEX POWER CORPOR

August 15, 2016 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2016 ☐ TRANSITION REPORT PURSUANT TO S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2016 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 333-187308 NANOFLEX POWER CORPOR

May 11, 2016 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2016 o TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2016 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 333-187308 NANOFLEX POWER CORPO

April 11, 2016 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 f8k040616nanoflexpower.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 6, 2016 NanoFlex Power Corporation (Exact name of registrant as specified in its charter) Florida 333-187308 46-1904002 (State or

April 11, 2016 EX-17.1

NanoFlex Power Corporation April 6, 2016

EX-17.1 2 f8k040616ex17inanoflexpower.htm RESIGNATION LETTER DATED APRIL 6, 2016 FROM ROBERT J. FASNACHT TO THE COMPANY Exhibit 17.1 NanoFlex Power Corporation April 6, 2016 To: Dean L. Ledger, CEO and Board Chair From: Robert J. Fasnacht, Director and EVP Please consider this my Notice of Resignation as an Officer and Director of NanoFlex Power Corporation, and its subsidiary Global Photonic Ener

April 4, 2016 EX-99.1

EX-99.1

Exhibit 99.1

April 4, 2016 8-K

NanoFlex Power CURRENT REPORT (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 23, 2016 NanoFlex Power Corporation (Exact name of registrant as specified in its charter) Florida 333-187308 46-1904002 (State or other jurisdiction of incorporation) (Commissi

March 18, 2016 EX-10.17

AMENDMENT TO EMPLOYMENT AGREEMENT

EX-10.17 2 f10k2015ex10xviinanoflex.htm AMENDMENT TO EMPLOYMENT AGREEMENT WITH ROBERT J. FASNACHT, DATED MAY 8, 2015 Exhibit 10.17 AMENDMENT TO EMPLOYMENT AGREEMENT THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this "Amendment") is made this 8th day of May, 2015 by and between Robert J. Fasnacht ("Executive") and NanoFlex Power Corporation (the "Company"). All capitalized terms used in this Amendm

March 18, 2016 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2015 ☐ TRANSITION REPORT PURSUANT TO SECTION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2015 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No.

March 18, 2016 EX-10.18

Amendment to Employment Agreement with Dean L. Ledger dated May 8, 2015

Exhibit 10.18 AMENDMENT TO EMPLOYMENT AGREEMENT THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this "Amendment") is made this 8th day of May, 2015 by and between Dean L. Ledger ("Executive") and NanoFlex Power Corporation (the "Company"). All capitalized terms used in this Amendment and not otherwise defined in this Amendment shall have the respective meanings ascribed to them in that certain Emplo

January 27, 2016 EX-10.1

FORM OF PROMISSORY NOTE

Exhibit 10.1 FORM OF PROMISSORY NOTE Borrower: NanoFlex Power Corporation of 17207 N. Perimeter Dr., Suite 210, Scottsdale, Arizona 85255 (individually and collectively the "Borrower"). Lenders: Effective Date: Principal Amount: 1. FOR VALUE RECEIVED, Borrower promises to pay to the order of , located at , the principal sum of $. 2. The Term of the note shall expire 120 days from the Effective Dat

January 27, 2016 EX-10.2

NANOFLEX POWER CORPORATION NOTE CONVERSION AGREEMENT

Exhibit 10.2 NANOFLEX POWER CORPORATION NOTE CONVERSION AGREEMENT THIS NOTE CONVERSION AGREEMENT (the ?Agreement?), dated as of January , 2016, is entered into by and between NanoFlex Power Corporation., a corporation organized under the laws of the state of Florida (the ?Company?), and (the ?Holder?). WHEREAS, the Company issued promissory notes (the ?Notes?) with an aggregate principal amount of

January 27, 2016 8-K

NanoFlex Power CURRENT REPORT (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 22, 2016 NanoFlex Power Corporation (Exact name of registrant as specified in its charter) Florida 333-187308 46-1904002 (State or other jurisdiction of incorporation) (Commis

November 13, 2015 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2015 o TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2015 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 333-187308 NANOFLEX POWER C

November 13, 2015 EX-10.2

Amendment to Consulting Agreement, dated as of November 4, 2015, between J. Norman Allen and the Company

Exhibit 10.2 AMENDMENT TO INDEPENDENT CONTRACTOR SERVICES AGREEMENT THIS FIRST AMENDMENT TO THE INDEPENDENT CONTRACTOR SERVICES AGREEMENT (this ?Amendment?) is made this 4th day of November, 2015 by and between Power Strategies, LLC (?PSL?) and NanoFlex Power Corporation (the ?Company.?) All capitalized terms used in this Amendment and not otherwise defined in this Amendment shall have the respect

November 13, 2015 EX-10.1

EMPLOYMENT AGREEMENT

Exhibit 10.1 EMPLOYMENT AGREEMENT This employment agreement (the ?Agreement??) is dated as of September 1, 2015 by and between NanoFlex Power Corporation, a Florida corporation (the ?Company?) and Mark Tobin (the ?Executive.?) WHEREAS, the Executive is presently the Company?s Chief Financial Officer and was appointed as such by the Company?s Board of Directors on June 19, 2015, and possesses the e

November 5, 2015 8-K

NanoFlex Power CURRENT REPORT (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 31, 2015 NanoFlex Power Corporation (Exact name of registrant as specified in its charter) Florida 333-187308 46-1904002 (State or other jurisdiction of incorporation) (Commis

August 31, 2015 8-K

Other Events

8-K 1 f8k082615nanoflexpower.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 26, 2015 NanoFlex Power Corporation (Exact name of registrant as specified in its charter) Florida 333-187308 46-1904002 (State

August 14, 2015 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2015 o TRANSITION REPORT PURSUANT TO S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2015 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 333-187308 NANOFLEX POWER CORPOR

July 13, 2015 424B3

[PRIMARY RESALE PROSPECTUS] DATED JULY 13, 2015 NANOFLEX POWER CORPORATION Liquidating Distribution of 7,427,618 shares of Common Stock

Filed pursuant to Rule 424(b)(3) Registration No. 333-193878 [PRIMARY RESALE PROSPECTUS] DATED JULY 13, 2015 PROSPECTUS NANOFLEX POWER CORPORATION Liquidating Distribution of 7,427,618 shares of Common Stock We are furnishing this Prospectus to the stockholders of GPEC Holdings, Inc., a Pennsylvania corporation (“Holdings”) in connection with a primary offering by Holdings, through its shareholder

July 13, 2015 424B3

NANOFLEX POWER CORPORATION Distribution of 3,295,599 shares of Common Stock

Filed pursuant to Rule 424(b)(3) Registration No. 333-193878 PROSPECTUS NANOFLEX POWER CORPORATION Distribution of 3,295,599 shares of Common Stock This prospectus relates to the public offering of up to 3,295,599 shares of common stock, par value $.0001 per share, of NanoFlex Power Corporation (?Common Stock?), by sixty (60) selling shareholders (the ?Selling Shareholders?). The Selling Sharehold

June 25, 2015 EX-10.16

AMENDMENT TO EMPLOYMENT AGREEMENT

Exhibit 10.16 AMENDMENT TO EMPLOYMENT AGREEMENT THIS FIRST AMENDMENT TO EMPLOYMENT agreement (this “Amendment”) is made this 8th day of May, 2015 by and between Robert J. Fasnacht (“Executive”) and NanoFlex Power Corporation (the “Company”). All capitalized terms used in this Amendment and not otherwise defined in this Amendment shall have the respective meanings ascribed to them in that certain E

June 25, 2015 POS AM

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 25, 2015

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 25, 2015 REGISTRATION STATEMENT NO.

June 25, 2015 EX-10.15

AMENDMENT TO EMPLOYMENT AGREEMENT

Exhibit 10.15 AMENDMENT TO EMPLOYMENT AGREEMENT THIS FIRST AMENDMENT TO EMPLOYMENT agreement (this “Amendment”) is made this 8th day of May, 2015 by and between Dean Ledger (“Executive”) and NanoFlex Power Corporation (the “Company”). All capitalized terms used in this Amendment and not otherwise defined in this Amendment shall have the respective meanings ascribed to them in that certain Employme

June 25, 2015 EX-4.6

NANOFLEX POWER CORPORATION Common Stock Purchase Warrant

Exhibit 4.6 WARRANT HOLDER: Mark Tobin NUMBER OF WARRANT SHARES: 200,000 THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SEC

June 25, 2015 EX-10.18

Page 1 of 1 TOBIN TAO & COMPANY, INC. | 61 LAKEFRONT, IRVINE, CA 92604 | (949) 500-1959

Exhibit 10.18 April 7, 2015 CONFIDENTIAL DEAN L. LEDGER CHIEF EXECUTIVE OFFICER NanoFlex Power Corporation 17207 N. Perimeter Dr., Ste. 210 Scottsdale, AZ 85255 Subject: Amendment Letter Dear Mr. Ledger, On October 1, 2013, Tobin Tao & Company, Inc. (“Tobin Tao”) and NanoFlex Power Corporation (the “Client”) entered into an Engagement Agreement (the “Original Agreement”), effective as of October 1

June 25, 2015 EX-10.19

Consulting Agreement, dated as of October 25, 2014, between J. Norman Allen and the Company

Exhibit 10.19 October 25, 2014 Mr. Dean L. Ledger NanoFlex Power Corporation 17207 N. Perimeter Drive Suite 210 Scottsdale, Az. 85255 Re: Independent Contractor Services Agreement. starting 10.15.14 Dear Dean: Thanks for the opportunity to support the NanoFlex team. In accordance with our discussions on the strategic requirements for NanoFlex, please see attached draft consulting engagement with N

June 25, 2015 EX-10.17

October 1, 2013

Exhibit 10.17 October 1, 2013 DEAN LEDGER CHIEF EXECUTIVE OFFICER GLOBAL PHOTONIC ENERGY CORPORATION 20 TRADING POST WAY MEDFORD LAKES, NEW JERSEY 08055 Dear Dean, This Engagement Letter shall serve as our agreement that Global Photonic Energy Corporation (the “Client”) has retained Tobin Tao & Company, Inc. (“Tobin Tao”) to provide consulting services as described herein. The parties agree that t

June 24, 2015 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 19, 2015 NanoFlex Power Corporation (Exact name of registrant as specified in its charter) Florida 333-187308 46-1904002 (State or other jurisdiction of incorporation) (Commissio

May 14, 2015 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2015 o TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2015 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 333-187308 NANOFLEX POWER CORPO

April 28, 2015 EX-17.1

EX-17.1

Exhibit 17.1

April 28, 2015 8-K/A

NanoFlex Power CURRENT REPORT AMENDMENT NO. 1 (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 30, 2015 NanoFlex Power Corporation (Exact name of registrant as specified in its charter) Florida 333-187308 46-1904002 (State or other jurisdiction of inco

April 10, 2015 EX-10.14

NANOFLEX POWER CORPORATION $5,000,000 Offering Documents Investor Package

Exhibit 10.14 NANOFLEX POWER CORPORATION $5,000,000 Offering Documents Investor Package This Investor Package contains the documents listed below in connection with an offering by NanoFlex Power Corporation (the “Company”) of up to $5,000,000 in units of the Company’s securities (individually, a “Unit,” collectively, “Units”), with each Unit consisting of: (i) one share common stock, par value $.0

April 10, 2015 EX-4.7

NANOFLEX POWER CORPORATION Common Stock Purchase Warrant

Exhibit 4.7 WARRANT HOLDER: (Name) (Street) (City, State, Zip) NUMBER OF WARRANT SHARES: THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATE

April 10, 2015 EX-10.13

NANOFLEX POWER CORPORATION (currently under the name Universal Technology Systems Corp.) $15,000,000 Offering Documents Investor Package

Exhibit 10.13 NANOFLEX POWER CORPORATION (currently under the name Universal Technology Systems Corp.) $15,000,000 Offering Documents Investor Package This Investor Package contains the documents listed below in connection with an offering by NanoFlex Power Corporation (the “Company”) of up to $15,000,000 in units of the Company’s securities (individually, a “Unit,” collectively, “Units”), with ea

April 10, 2015 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2014 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No.

April 10, 2015 EX-4.6

NANOFLEX POWER CORPORATION Common Stock Purchase Warrant

Exhibit 4.6 WARRANT HOLDER: (Name) (Street) (City, State, Zip) NUMBER OF WARRANT SHARES: THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATE

April 3, 2015 8-K

NanoFlex Power CURRENT REPORT (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 30, 2015 NanoFlex Power Corporation (Exact name of registrant as specified in its charter) Florida 333-187308 46-1904002 (State or other jurisdiction of incorporation) (Commissi

April 1, 2015 NT 10-K

NanoFlex Power NOTIFICATION OF LATE FILING

NT 10-K 1 extf10k2014nanoflexpower.htm NOTIFICATION OF LATE FILING UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR For Period Ended: December 31, 2014 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K

February 12, 2015 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 6, 2015 NanoFlex Power Corporation (Exact name of registrant as specified in its charter) Florida 333-187308 46-1904002 (State or other jurisdiction of incorporation) (Commis

December 23, 2014 424B3

PROSPECTUS NANOFLEX POWER CORPORATION Distribution of 3,295,599 shares of Common Stock

Filed pursuant to Rule 424(b)(3) Registration No. 333-193878 PROSPECTUS NANOFLEX POWER CORPORATION Distribution of 3,295,599 shares of Common Stock This prospectus relates to the public offering of up to 3,295,599 shares of common stock, par value $.0001 per share, of NanoFlex Power Corporation (“Common Stock”), by sixty (60) selling shareholders (the “Selling Shareholders”). The Selling Sharehold

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