NANOFLEX POWER CORP : 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 Sale of Equity Securities, Other Events, Financial Statements and Exhibits (form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

Odyssey Capital Financing

On December 4, 2019, NanoFlex Power Corporation, a Florida corporation (the "Company") entered into a Securities Purchase Agreement (the "Odyssey SPA") with Odyssey Capital LLC ("Odyssey") pursuant to which Odyssey agreed to purchase a convertible redeemable note (the "Odyssey Note") in the aggregate principal amount of $100,000. On December 4, 2019, the Company issued the Odyssey Note and received a net amount of $95,000. The Odyssey Note entitles the holder to 12% interest per annum and matures on December 4, 2020.

Pursuant to the Odyssey Note, during the first six months after issuance, Odyssey may convert all or a portion of the outstanding principal of the Odyssey Note into shares of Common Stock of the Company at a fixed price equal to $0.25 per share. Thereafter, the conversion price per share shall be equal to 60% of the lowest trading price during the 20 prior trading days (including the day upon which a notice of conversion is received), provided, however, that if the Company experiences a DTC "Chill" on its shares of Common Stock, the conversion price shall be reduced to 50% while such DTC "Chill" remains in effect. Odyssey may not convert the Odyssey Note to the extent that such conversion would result in beneficial ownership by Odyssey and its affiliates of more than 4.99% of the Company's issued and outstanding Common Stock.

If the Company prepays the Odyssey Note within 60 days of its issuance, the Company must pay all of the principal at a cash redemption premium of 120%; if such prepayment is made between the 61st day and the 120th day after the issuance of the Odyssey Note, then such redemption premium is 130%; if such prepayment is made from the 121st to the 180th day after issuance, then such redemption premium is 140%. After the 180th day following the issuance of the Odyssey Note, there shall be no further right of prepayment.

In the event all or substantially all of the assets or equity of the Company is acquired by a third party, Odyssey may elect to either (i) have the Odyssey Note redeemed by the Company in cash at a premium of 150% of the principal amount of the Odyssey Note, plus accrued but unpaid interest or (ii) convert the Odyssey Note into shares of Common Stock of the Company at the applicable conversion price.

In connection with the Odyssey Note, the Company agreed to cause its transfer agent to reserve 10,930,000 shares of Common Stock, in the event that the Odyssey Note is converted. Odyssey has the right to periodically request that the number of shares reserved be increased to at least 400% the number of shares of Common Stock issuable upon conversion of the Odyssey Note.

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Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an

          Off-Balance Sheet Arrangement of a Registrant.

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

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth under Item 1.01 above with respect to the issuance of the Odyssey Note was made in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended (the "Act"), pursuant to Section 4(a)(2) of the Act.

Item 8.01 Other Events.

As reported in the Company's current report on Form 8-K filed with the Securities and Exchange Commission (the "SEC") on July 22, 2019, the Company issued to Power Up Lending Group Ltd. a convertible promissory note (the "Power Up Note") with a maturity date of July 22, 2020. The Company paid off the Power Up Note in full January 8, 2020 with a total payment of $69,930.96.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits



Exhibit No.   Description

4.1             Convertible Redeemable Promissory Note, issued to Odyssey Capital LLC,
              dated as of December 4, 2019.
10.1            Securities Purchase Agreement, dated as of December 4, 2019, by and
              between NanoFlex Power Corporation and Odyssey Capital LLC.




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