NanoFlex Power Corporation (OTCPK:OPVS) announced that it has entered into a securities purchase agreement with returning investor Power Up Lending Group Ltd. to issue a convertible promissory note on best efforts basis for aggregate gross proceeds of $53,000 on July 22, 2019. The note entitles the holder to 22% interest per annum and matures on July 22, 2020. The note is issued at par. Under the agreement, the investor may convert all or a portion of the outstanding principal of the note into shares of common stock, $0.0001 par value per share of the company beginning on the date which is 180 days from the issuance date, at a price equal to 61% of the average of the lowest two trading prices during the 15 trading day period ending on the last complete trading date prior to the date of conversion, provided, however, that investor may not convert the note to the extent that such conversion would result in beneficial ownership by the investor and its affiliates of more than 4.99% of the company’s issued and outstanding common stock. If the company prepays the note within 30 days of its issuance, the company must pay all of the principal at a cash redemption premium of 110%; if such prepayment is made between the 31st day and the 60th day after the issuance of the notes, then such redemption premium is 115%; if such prepayment is made from the 61st to the 90th day after issuance, then such redemption premium is 120%; and if such prepayment is made from the 91st to the 180th day after issuance, then such redemption premium is 125%. After the 180th day following the issuance of the note, there shall be no further right of prepayment. After the 180th day following the issuance of the note, there shall be no further right of prepayment. In connection with the note, the company agreed to cause its transfer agent to reserve equal to 800% shares of common stock, in the event that the note is converted. The company paid legal fees of $3,000 pursuant to the transaction. The company will issue securities pursuant to exemption provided under Regulation D.