NanoFlex Power Corp - Quarter Report: 2019 March (Form 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, 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 CORPORATION

(Exact name of registrant as specified in its charter)

480-585-4200

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒  No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒  No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes ☐  No ☒

Securities registered pursuant to Section 12(b) of the Act:

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 165,315,733 shares of common stock are issued and outstanding as of May 14, 2019.

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

CONTENTS

NANOFLEX POWER CORPORATION

CONSOLIDATED BALANCE SHEETS

See accompanying notes to unaudited consolidated financial statements.

NANOFLEX POWER CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

See accompanying notes to unaudited consolidated financial statements.

NANOFLEX POWER CORPORATION

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

See accompanying notes to unaudited consolidated financial statements.

NANOFLEX POWER CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

See accompanying notes to unaudited consolidated financial statements.

NANOFLEX POWER CORPORATION

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1. NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCCOUNTING POLICIES

Background

NanoFlex Power Corporation (‘we” “our”, the “Company”), formerly known as Universal Technology Systems, Corp., was incorporated in the State of Florida on January 28, 2013. On September 24, 2013, the Company completed the acquisition of Global Photonic Energy Corporation, a Pennsylvania corporation (“GPEC”), pursuant to a Share Exchange Agreement (the “Share Exchange Transaction”). Immediately following the closing of the Share Exchange Transaction, the Company owned 100% of the equity interests of GPEC and GPEC became a wholly-owned subsidiary of the Company. On November 25, 2013, the Company changed its name from “Universal Technology Systems, Corp.” to “NanoFlex Power Corporation” and its trading symbol was changed to “OPVS” on December 26, 2013.

GPEC was incorporated in Pennsylvania on February 7, 1994. The Company is organized to fund, develop, commercialize and license advanced photovoltaic technologies that enable thin film solar products with what we believe to be industry-leading efficiencies, light weight, flexibility, and low total system cost.

These technologies are targeted at certain broad applications, including: (a) portable and off-grid power generation, (b) building applied photovoltaics (“BAPV”), (c) building integrated photovoltaics (“BIPV”), (d) space vehicles and unmanned aerial vehicles (“UAVs”), (e) semi-transparent solar power generating windows or glazing, (f) ultra-thin solar films for automobiles or other consumer applications and (g) solar powered sensors.

We believe these technologies have been demonstrated in a laboratory environment with our research partners. The Company is currently taking steps to pursue product development and commercialization on some of these technologies in collaboration with industry partners and potential customers.

Basis of Presentation

The accompanying unaudited interim consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures have been omitted pursuant to such rules and regulations. In the opinion of management, the accompanying consolidated financial statements include normal recurring adjustments that are necessary for a fair presentation of the results for the interim periods presented. These consolidated financial statements should be read in conjunction with our audited consolidated financial statements and notes thereto for the fiscal year ended December 31, 2018 included in our Annual Report on Form 10-K. The results of operations for the three months ended March 31, 2019 are not necessarily indicative of results to be expected for the full fiscal year or any other periods.

The preparation of the consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make a number of estimates and judgments that affect the reported amounts of assets, liabilities, expenses, and related disclosures. Actual results may differ from these estimates.

Going Concern

The Company has generated limited revenue to date. The Company has a working capital deficit of $9,427,353 and an accumulated deficit of $237,618,482 as of March 31, 2019. The ability of the Company to continue as a going concern is dependent on raising capital to fund ongoing operations and carry out its business plan and ultimately to attain profitable operations. Accordingly, these factors raise substantial doubt as to the Company’s ability to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence. To date, the Company has funded its initial operations primarily by way of the sale of equity securities, convertible note financing, short term financing from private parties, and advances from related parties.

Basic and Diluted Earnings per share

Net loss per share is provided in accordance with FASB ASC 260-10, “Earnings per Share”. Basic loss per share is computed by dividing losses available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted loss per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive as shown below:

Leases

The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets and operating lease liabilities in our consolidated balance sheets. Finance leases are included in property and equipment, other current liabilities, and other long-term liabilities in our consolidated balance sheets. As of adoption of ASC 842 and as of January 1, 2019, the Company was not party to finance lease arrangements.

ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The Company uses the implicit rate when readily determinable. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. The lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term.

Under the available practical expedient, we account for the lease and non-lease components as a single lease component.

Recent Accounting Pronouncements

In February 2016, the FASB issued ASU 2016-02, Leases (“ASU 2016-02”). This new standard establishes a right-of-use (ROU) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted. In July 2018, the FASB issued ASU No. 2018-11 which provides an alternative transition method that allows entities to apply the new leases standard at the adoption date and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. The Company has adopted the requirements of ASU 2016-02 on January 1, 2019, the first day of fiscal year 2019, and using the modified retrospective method. The Company also elected the practical expedient under ASU 2018-11 “Leases: Targeted Improvements” which allows the Company to apply the transition provision for Topic 842 at the Company’s adoption date instead of at the earliest comparative period presented in the financial statements. Therefore, the Company recognized and measured leases existing at January 1, 2019 but without retrospective application. Therefore, there was no impact recorded to beginning retained earnings or the statement of operations. The Company took advantage of the practical expedient options, which allows an entity not to reassess whether any existing or expired contracts contain leases. There was an increase in assets and liabilities of $50,242 due to the recognition of the required right-of-use asset and corresponding liability for all lease obligations that are currently classified as operating leases. See Note 5 for details.

The Company reviewed other newly issued accounting pronouncements and concluded that they either are not applicable to the Company’s operations or that no material effect is expected on the Company’s financial statements upon future adoption.

2: RELATED PARTY TRANSACTIONS

Short Term Convertible Debt – Related Party

During the three months ended March 31, 2019, the Company entered into various note and share purchase agreements with a major shareholder to which the shareholder purchased convertible notes in the aggregate of $350,000 along with additional shares of the Company’s common stock.  The notes expire on the 90-day anniversary of the issuance date and accrue interest at a rate of 10% per annum. The maturity dates range from May to June 2019. On the maturity date, whether or not the notes are converted, the investors shall receive shares of the Company’s common stock with a value worth 50% of the note’s principal amounts. In addition, the shareholder shall have the right to convert all or any portion of the outstanding and unpaid principal and interest of the note into securities being sold by the Company on or after the maturity date.  The Company may not prepay the notes prior to the maturity dates.  The number of shares in aggregate was determined to be 1,750,000 based on a 20-day lookback from the inception date subject to a minimum of $0.10 per share. Total debt discount and share issuance obligation of $110,875 was recorded at inception. The debt discount was amortized straight line over the 90-day period. This obligation was determined to be a liability under ASC 480. Total amortization for the period from inception through March 31, 2019 was $24,686. As of March 31, 2019, the fair value of the shares was determined to be $99,225 and a gain on change in value of share obligation of $11,650 was recorded.

During the three months ended March 31, 2019, an aggregate of $3,972,759 of convertible notes matured and the Company issued 19,863,800 shares of its common stock to various noteholders. The Company recalculated the fair value of the share issuance obligation at the maturity date to be $1,255,130 and recorded a loss on change in fair value of $93,098. The Company wrote off the share issuance obligation to common stock and APIC upon issuance of the shares. This note and $99,319 of accrued interest were converted into 4,073 shares of Series A Redeemable Participating Convertible Preferred Stock (“Preferred Stock”).

As of March 31, 2019, and December 31, 2018, the Company had outstanding short-term related party convertible notes payable of $350,000 and $3,972,759, respectively. 

Advances – Related Party

During the three months ended March 31, 2019, the Company received advances from its Chief Executive Officer totaling $150,000, and repaid advances totaling $40,000. During the three months ended March 31, 2018, the Company received advances from its Chief Executive Officer totaling $8,000, and repaid advances totaling $81,645. Such advances accrue interest at 6% per year and are payable upon demand. The Company paid interest of $6,805 and $0 during the three months ended March 31, 2019 and 2018, respectively.

As of March 31,2019, and December 31, 2018, the aggregate outstanding balance of advances to related parties was $217,464 and $107,464, respectively.

3. DEBT

Short Term Convertible Debt

As of March 31, 2019, and December 31, 2018, the Company had outstanding short-term convertible notes payable of $2,678,474 and $1,012,038, respectively, net of unamortized discounts of $350,258 and $2,158,944, respectively.

New Debt

During the three months ended March 31, 2019, the Company borrowed an aggregate of $120,200, net of original issue discounts and fees of $12,800 under short-term convertible notes payable. The outstanding convertible notes of the Company are unsecured, bear interest between 0% and 12% per annum and mature between April 2019 and February 2020. Certain of these notes are convertible at fixed rates ranging from $0.25 - $0.50 per share for the first 180 days. After 180 days or upon default, the conversion rates become variable with prices ranging from 60% - 61% of the lowest sale price of the common stock during the 15 to 20 consecutive trading days prior to the date of conversion.

During the three months ended March 31, 2019, the Company entered into various note and share purchase agreements with accredited investors pursuant to which the investors purchased convertible notes in the aggregate of $468,500, along with additional shares of the Company’s common stock. In addition, existing promissory notes and related party notes totaling $182,250 were modified into these note and share purchase agreements. The notes expire on the 90-day anniversary of the issuance date and accrue interest at a rate of 10% per annum. The maturity dates range from April 2019 to June 2019. On the maturity date, whether or not the notes are converted, the investors shall receive shares of the Company’s common stock with a value worth 50% of the note’s principal amounts. In addition, the investors shall have the right to convert all or any portion of the outstanding and unpaid principal and interest of the note into securities being sold by the Company on or after the maturity date.  The Company may not prepay the notes prior to the maturity dates.  The number of shares in aggregate was determined to be 4,022,500 based on a 20-day lookback from the inception date subject to a minimum of $0.10 per share. Total debt discount and share issuance obligation of $254,894 was recorded at inception. The debt discount was amortized straight line over the 90-day period. This obligation was determined to be a liability under ASC 480. Total amortization for the period from inception through March 31, 2019 was $145,307. As of March 31, 2019, the fair value of the shares was determined to be $228,075 based on the stock price on March 31, 2019 and a gain on change in value of share obligation of $26,819 was recorded.

Modifications

During the three months ended March 31, 2019, the Company entered into various letter agreements with convertible noteholders, pursuant to which a prepayment penalty of $47,500 was added to principal and an aggregate of 1,480,000 shares of the Company’s common stock were issued in exchange for extending the maturity dates of these notes. One investor pursuant to one of these letter agreements was issued an additional one million shares of the Company’s common stock on April 1, 2019 and an additional one million shares on May 1, 2019 as the note was not paid in full. The modification of these convertible notes resulted in loss on extinguishment of debt.

Payoffs and Conversions

During the three months ended March 31, 2019, and 2018, the Company paid off short-term convertible debt of $153,000 and $43,000, respectively.

During the three months ended March 31, 2019, the Company signed an agreement with an investor to modify the conversion price of an existing note from $0.50 to $0.10 and to convert the $50,000 convertible note. This increased the number of shares received upon conversion from 100,000 to 500,000. These transactions met the requirements of, and are being recorded as, an inducement of the conversion of debt. The difference in the fair value of the securities were measured on the dates the signed agreements were received and were recorded as a loss on induced conversion of debt totaling $24,948. The full principal balance of $50,000 with accrued interest of $4,000 was converted into 540,000 shares of common stock.

During the three months ended March 31, 2019, an aggregate of $742,000 of convertible notes matured and the Company issued 3,710,000 shares of its common stock to various noteholders. The Company recalculated the fair value of the share issuance obligation at the maturity date to be $234,422 and recorded a loss on change in fair value of $17,388. The Company wrote off the share issuance obligation into common stock and APIC upon issuance of the shares. Convertible notes totaling $414,000 and accrued interest of $10,470 were converted into 430 shares of Series A Redeemable Participating Convertible Preferred Stock (“Preferred Stock”). Convertible notes totaling $178,000 and accrued interest of $5,050 were forgiven in exchange for the exercise of warrants totaling $141,184 and the issuance of 43 preferred shares for the remainder. Additionally, a $150,000 note that was entered into in the prior year, plus accrued interest of $3,750, was rolled into another note with the same terms.

Short Term Non-Convertible Debt

As of March31,2019 and December 31, 2018, the Company had outstanding notes payable of $1,745,018 and $1,687,518, respectively, net of unamortized discounts of $0.

New Debt

During the three months ended March 31, 2019, the Company borrowed $45,000 under non-convertible notes payable from an investor. This note had 0% interest and no maturity date.

Modifications

During the three months ended March 31, 2019, the Company entered into various letter agreements with non-convertible noteholders, pursuant to which an aggregate of $57,500 was added to principal in exchange for extending the maturity dates of these notes. The Company recorded this as loss on extinguishment of debt.

Payoffs

During the three months ended March 31, 2019 and 2018, the Company paid off short-term non-convertible debt of $45,000 and $0, respectively.

Debt Summary

In summary, total debt discount due to beneficial conversion feature and common stock and warrants issued with debt was $365,769 and $494,697 for the three months ended March 31, 2019 and 2018, respectively. All debt discounts are being amortized over the term of the notes. Total amortization of the debt discounts on all debt was $2,305,845 and $337,333 for the three months ended March 31, 2019 and 2018, respectively. During the three months ending March 31, 2019 and 2018, total loss on extinguishment of debt from promissory, convertible and related party notes was $173,000 and $1,802,412, respectively, which excludes loss due to cash payoff prepayment penalties of $60,287 and $18,352 respectively.

4. EQUITY

Preferred Stock

On February 15, 2019, the Company established a series of redeemable participating convertible preferred stock, par value $0.0001 per share, pursuant to a Certificate of Designation of Series A Redeemable Participating Convertible Preferred Stock dated February 15, 2019.

Pursuant to the Certificate of Designation, the Company authorized 10,000 shares of the Series A Preferred Stock (“preferred stock”), which shall be convertible into shares of common stock of the Company at the option of the holders thereof at any time after the issuance of the preferred stock, at a conversion price equal to $0.10 subject to certain anti-dilution adjustments.

So long as 50% of the preferred stock that has been issued remains outstanding, the holders thereof will have the right to participate ratably in any offering of common stock of the Company or any other securities of the Company that would entitle the holder thereof to acquire common stock of the Company.

The holders of preferred stock shall be entitled to receive dividends when and as declared by the Board of Directors. No dividends (other than those payable solely in common stock) shall be paid on the common stock or any class or series of capital stock ranking junior, as to dividends, to the preferred stock during any fiscal year of the Company until there shall have been paid or declared and set apart during that fiscal year for the holders of the preferred stock a dividend in an amount per share equal to (i) the number of shares of common stock issuable upon conversion of the preferred stock times (ii) the amount per share of the dividend to be paid on the common stock. No dividends were declared for the three months ended March 31, 2019.

Upon the occurrence of any liquidation, dissolution or winding up of the Company, either voluntary or involuntary (a “Liquidating Event”), each holder of preferred stock then outstanding shall be entitled to receive, out of the assets of the Company available for distribution to its stockholders, before any payment shall be made in respect of the common stock, an amount per share of preferred stock equal to three (3) times the price such holder paid to purchase such preferred stock plus, accrued and unpaid dividends (the “Preferred Liquidation Preference”). Such Preferred Liquidation Preference shall be secured by a first priority security interest on all of the Company’s assets. The following events shall be deemed a Liquidating Event: (i) a sale, lease, exchange, exclusive license which has the same effect as a sale of all or substantially all of the Company’s assets or other disposition of all or substantially all of the Company’s assets in one transaction or a series of related transactions and (ii) a merger, tender offer, reorganization, business combination or other transaction as a result of which (a) holders of the Company’s issued and outstanding voting securities immediately before such transaction own or control less than a majority of the voting securities of the continuing or surviving entity immediately after such transaction or (b) any of the preferred stock is converted into any other property or security. It was determined the preferred stock has a deemed liquidation redemption feature that triggers temporary equity classification under ASC 480.

The holders of shares of preferred stock shall vote together with the holders of common stock as a single class. The holder of each share of preferred stock (i) shall be entitled to the number of votes with respect to such share equal to the number of shares of common Stock into which such share of preferred stock could be converted on the record date for the subject vote or written consent ( or, if there is no such record date, then on the date that such vote is taken or consent is effective) and (ii) shall be entitled to notice of any stockholders’ meeting in accordance with the Bylaws of the Company. Fractional votes shall not be permitted, and any fractional voting rights resulting from the above formula (after aggregating all shares of common stock into which shares of preferred stock held by each holder could be converted) shall be reduced to the nearest whole number.

During the three months ended March 31, 2019, the Company issued an aggregate of 4,546 shares of its preferred stock related to the conversion of $4,449,943 of debt and $88,742 of interest expense. See convertible debt discussion in Note 3 for more details.

Common Stock

During the three months ended March 31, 2019, the Company issued 23,573,800 shares of the Company’s common stock pursuant to certain debt modification agreements, related to the maturity of various convertible notes totaling $4,714,760. See the convertible debt section in Note 3 for more details.

In March 2019, the Company issued 480,000 shares of the Company’s common stock to certain note holders in exchange for accrued interest of $48,000. The fair value of the common stock was determined to be $27,216 and resulted in a gain on settlement of accrued interest of $20,784.

On March 1, 2019, the Company entered into a letter agreement with an investor pursuant to which the investor agreed to extend the maturity date of a convertible note in exchange for 1,000,500 shares of the Company’s common stock. The fair value of the common stock was determined to be $68,000 based on the stock price on March 1, 2019 which was recorded as loss on extinguishment of debt. Pursuant to this agreement, an additional 1,000,000 shares of the Company’s common stock were issued on April 1, 2019 and May 1, 2019.

During the three months ended March 31, 2019, the Company issued an aggregate of 540,000 shares of its common stock related to the conversion of $50,000 of principal and $4,000 accrued interest expense on convertible notes.

During the three months ended March 31, 2019, an aggregate of 3,300,000 warrants were exercised cashlessly resulting in the issuance of 2,200,000 common shares.

During the three months ended March 31, 2019, an aggregate of 1,411,843 warrants were modified to reduce the exercise price to $0.10 per share pursuant to a debt modification and exercised resulting in a total issuance of 1,411,843 common shares. Rather than receiving cash proceeds of $141,184, the Company netted this amount against convertible note payoffs totaling $178,000. The remaining $36,816 owed to one noteholder was paid by the issuance of 37 shares of Preferred Stock.

Stock Options

A summary of stock option activity during the three months ended March 31, 2019 is as follows:

Stock option awards are expensed on a straight-line basis over the requisite service period. During the three months ended March 31, 2019 and 2018, the Company recognized expense of $10,424, and $9,811, respectively, associated with stock option awards. At March 31, 2019, future stock compensation expense (net of estimated forfeitures) not yet recognized was $75,767 and will be recognized over a weighted average remaining vesting period of 2.4 years.

The intrinsic value of the Company’s stock options outstanding was $0 at March 31, 2019.

Warrants

Employee Warrants

On May 18, 2017, the Company entered into an Employment Agreement (the “Employment Agreement”) with Ron DaVella in his capacity as the Company’s Chief Financial Officer. Pursuant to the Employment Agreement, on May 18, 2017 the Company issued Mr. DaVella warrants to purchase 1,800,000 shares of the Company’s common stock at $0.50 per share (the “Warrant Shares”). The fair value of the warrants was determined to be $743,416 using the Black-Scholes option pricing model. 450,000 Warrant Shares vested on May 18, 2017 and 450,000 additional warrant shares vested on May 18, 2018. An additional 450,000 warrant shares will vest on the second anniversary date of the Employment Agreement, and, an additional 450,000 warrant shares will vest on the third anniversary date of the Employment Agreement. On November 28, 2018, the exercise price was reduced to $0.10 pursuant to the Board of Director’s consent. This resulted in a difference in fair value of $117,440 of which $58,720 was expensed on November 28, 2018 for the vested warrants and the remaining $58,720 will be expensed equally over the remaining term. On March 31, 2019, Mr. DaVella terminated his employment with the Company. The remaining two tranches totaling 900,000 warrants were forfeited upon termination of the Employment Agreement on March 31, 2019. Warrant expense of $248,486 was recaptured during the three months ended March 31, 2019. Warrant expense of $85,183 was recognized during the three months ended March 31, 2018.

On February 5, 2019, the Company issued warrants to purchase an aggregate of 2,500,000 shares of its Common Stock to three of its employees as a bonus in exchange for services to be provided to the Company. The warrants have a 10-year term, a $0.10 exercise price and will vest 25% annually for 4 years beginning on the first anniversary date.  The aggregate fair value of the warrants was determined to be $129,906 using the Black-Scholes option pricing model. Warrant expense of $11,277 was recognized during the three months ended March 31, 2019.

Total warrant expense for employee warrants of non-forfeited tranches was $11,277 and $85,183 for the three months ended March 31, 2019 and 2018, respectively. 

Non-Employee Service Warrants

On October 23, 2018, the Company issued warrants to purchase 2,000,000 shares of the Company’s common stock pursuant to a letter agreement in exchange for services. The warrants have an exercise price of $0.50 and a 10-year term. 20% of the warrants vested immediately and an additional 20% will vest each anniversary for four years. The fair value of the warrants was determined to be $155,397 using the Black-Scholes option pricing model. Warrant expense of $16,187 was expensed during the three months ended March 31, 2019.

The Company expensed a total of $16,187 and recaptured a total of $13,222 for warrants issued to non-employees for services provided during the three months ended March 31, 2019 and 2018, respectively.

Warrant Exercises and Reduction of Exercise Prices

During the three months ended March 31, 2019, an aggregate of 631,843 warrants were modified to reduce the exercise price to $0.10 per share pursuant to a debt modification and exercised the warrants resulting in the issuance of 631,843 common shares. Rather than receiving cash proceeds of $63,184, the Company netted this amount against a convertible note payoff of $100,000. The remaining $36,816 owed to the noteholder was paid by the issuance of 37 shares of Preferred Stock.

During the three months ended March 31, 2019, an aggregate of 780,000 warrants were modified to reduce the exercise price to $0.10 per share pursuant to a debt modification and exercised resulting in the issuance of 780,000 common shares. The change in fair value of these warrants from the modification is immaterial. Rather than receiving cash proceeds of $78,000, the Company netted this amount against convertible notes payable of $78,000.

During February and March 2019, an aggregate of 814,848 warrants were modified to reduce the exercise price to $0.10 per share pursuant to a debt modification but not exercised. The change in fair value of these warrants from the modification is immaterial.

Between January and March 2019, an aggregate of 3,300,000 warrants were exercised cashlessly resulting in the issuance of 2,200,000 common shares.

The following summarizes the warrant activity for the three months ended March 31, 2019:

These warrants were valued based on the grant date fair value of the instruments using a Black-Scholes option pricing model with the following assumptions:

5. COMMITMENTS AND CONTINGENCIES

Sponsored Research and License Agreements

Research and development of the Company’s high efficiency solar thin films and OPV technologies are conducted in collaboration with University partners through sponsored research agreements.

The Company established direct research and development agreements with Michigan on June 16, 2016, which were amended on July 21, 2016, to provide engineering support and facility access associated with technology transfer and commercialization of its high efficiency thin film solar technologies. Such research agreements were terminated on August 31, 2017 and replaced with a time and materials contract for access to Michigan’s Labs by the Company’s technicians.

A separate research agreement dated December 20, 2013, among the Company and USC (the “2013 Research Agreement”), governs research conducted by USC and Michigan on high efficiency thin film and OPV technologies. Michigan is a subcontractor to USC on this research agreement. The 2013 Research Agreement expires on January 31, 2021.

On August 8, 2016, the Company amended the 2013 Research Agreement with USC, suspending the agreement effective as of August 15, 2016. The Company requested this amendment to suspend its OPV-related sponsored research activities to reduce near-term expenditures to allow the Company to bring its account with USC current through a payment plan. The suspension is to continue until the date that is 30 days after expenses incurred by USC have been reimbursed by the Company. Under this amendment, the Company repaid expenses to USC in quarterly installments of $206,000 from November 2016 through February 2018.

Under the Company’s currently effective License Agreement, as amended on August 22, 2016, among the Company and USC, Michigan, and Princeton (the “Fourth Amendment to License Agreement”), wherein the Company has obtained the exclusive worldwide license and right to sublicense any and all intellectual property resulting from the Company’s sponsored research agreements, we have agreed to pay for all reasonable and necessary out of pocket expenses incurred in the preparation, filing, maintenance, renewal and continuation of patent applications designated by the Company. In addition, the Company is required to pay to USC 3% of net sales of licensed products or licensed processes used, leased or sold by the Company, 3% of revenues received by the Company from the sublicensing of patent rights and 23% of revenues (net of costs and expenses, including legal fees) received by the Company from final judgments in infringement actions respecting the patent rights licensed under the agreement. A previous amendment to the License Agreement (the Third Amendment to License Agreement dated December 20, 2013) amended the minimum royalty section to eliminate the accrual of any such royalties until 2014. Furthermore, the amounts of the non-refundable minimum royalties, which would be applicable starting in 2014, were adjusted to be lower than the amounts in the previous License Agreement. Minimum royalties are $100,000 per year for the remainder of the contract. 

There is currently no ongoing research activity at Princeton, USC and Michigan related to the Company, although the Company maintains licensing rights to technology previously developed there.

Leases

The Company has two operating leases, one for office space in Scottsdale, Arizona and one for laboratory and office space in Ann Arbor, Michigan. The office lease in Scottsdale, Arizona is renewed on a monthly basis and was therefore scoped out of ASC 842 while the laboratory and office space lease in Ann Arbor, Michigan has a remaining term of 1.6 years. When this lease expires, it becomes renewable on a monthly basis. Lease expense was $7,500 and $0 for the three months ended March 31, 2019 and 2018, respectively.

Supplemental cash flow information related to leases for the three months ending March 31, 2019 was as follows:

Supplemental balance sheet information related to leases as of March 31, 2019 was as follows:

As of March 31, 2019, our operating lease has a remaining lease term of 1.6 years and we utilized an incremental borrowing rate of 5.33%. Future lease payments under operating lease liabilities as of March 31, 2019 were as follows:

Concentrations

All of the Company’s revenue and accounts receivable are currently earned from one customer.

6. SUBSEQUENT EVENTS

Between April and May 2019, the Company entered into various note and share purchase agreements with accredited investors, four of which are related parties, to which the investors purchased convertible notes in the aggregate of $1,491,681, along with additional shares of the Company’s common stock.  The notes expire on the 90-day anniversary of the issuance date and accrue interest at a rate of 10% per annum.   The maturity dates range from July to August of 2019. On the maturity date, whether or not the note is converted, the investor shall receive a number of additional shares of the Company’s common stock equal in value to 50% of the note balance based on the average closing price for the 20-trading day prior to the maturity date subject to a floor of $0.10 per share. In addition, the investor shall have the right to convert all or any portion of the outstanding and unpaid principal and interest of the note into securities being sold by the Company on or after the maturity date.  The Company may not prepay the note prior to the maturity date.  In April and May of 2019, an aggregate of $520,750 of notes matured and the Company issued 2,603,750 shares of its common stock to various noteholders. These noteholders also elected to convert the notes and accrued interest into Series A Redeemable Participating Convertible Preferred Stock (“Preferred Stock”). An aggregate of 55 shares of Preferred Stock were issued upon conversion as of the date of this report.

During April 2019, an aggregate of 335,000 warrants were modified to reduce the exercise price to $0.10 per share pursuant to a debt modification and exercised resulting in the issuance of 335,000 common shares. Rather than receiving cash proceeds of $33,500, the Company netted this amount against convertible notes payables totaling $43,500. The remaining balance of the notes were paid with the issuance of 13 shares of preferred stock.

In May of 2019, the Company paid back advances to its Chief Executive Officer totaling $5,000.

In April 2019, the Company entered into a letter agreement with a non-convertible noteholder, pursuant to which an aggregate of $20,000 of accrued interest was added to principal in exchange for extending the maturity date of this note. This $50,000 note and $6,000 of interest was paid off on May 8, 2019.

On April 1, 2019 and May 1, 2019, pursuant to a letter agreement, the Company issued 1,000,000 shares of the Company’s common stock to a convertible noteholder in exchange for extending the maturity date of this note.

In May 2019, the Company borrowed an aggregate of $511,000 under short-term convertible notes payable. The notes are unsecured, bear interest at a rate of 12% per annum and mature between February and May of 2020. The notes are convertible at a range of $0.25 to $.050 per share for the first 180 days. After 180 days or upon default, the conversion rate becomes variable with a price range of 60% to 55% of the lowest sale price of the common stock during the 20 to 25 consecutive trading days prior to the date of conversion.

In May 2019, the Company paid off short-term convertible debt of $676,500.

ITEM 2. MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited consolidated financial statements and related notes included in this Quarterly Report on Form 10-Q and the audited consolidated financial statements and notes thereto as of and for the year ended December 31, 2018 and the related Management’s Discussion and Analysis of Financial Condition and Results of Operations, both of which are contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2018, filed on April 16, 2019.

SPECIAL NOTE OF CAUTION REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this Report constitute forward-looking statements. These forward-looking statements include statements, which involve risks and uncertainties, regarding, among other things, (a) our projected revenue, profitability, and cash flows, (b) our growth strategy, (c) anticipated trends in our industry, (d) our future financing plans, and (e) our anticipated needs for, and use of, working capital. They are generally identifiable by use of the words “may,” “will,” “should,” “anticipate,” “estimate,” “plan,” “potential,” “project,” “continuing,” “ongoing,” “expects,” “management believes,” “we believe,” “we intend,” or the negative of these words or other variations on these words or comparable terminology. In light of these risks and uncertainties, there can be no assurance that the forward-looking statements contained in this filing will in fact occur. You should not place undue reliance on these forward-looking statements contained in this report on Form 10-Q and the Company’s Form 10-K filed on April 16, 2019. No statements contained in the following discussion should be construed as a guarantee or assurance of future performance or future results.

The forward-looking statements speak only as of the date on which they are made, and, except to the extent required by federal securities laws, we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date on which the statements are made or to reflect the occurrence of unanticipated events.

The “Company”, “we,” “us,” and “our,” refer to (i) NanoFlex Power Corporation and (ii) Global Photonic Energy Corporation. 

Background

NanoFlex Power Corporation is engaged in the research, development, and commercialization of advanced photovoltaic technologies that enable thin film solar products with what the Company believes can be industry-leading efficiencies, light weight, flexibility, and low total system cost. The Company’s sponsored research programs at the University of Southern California (“USC”), the University of Michigan (“Michigan”), and Princeton University (“Princeton”) have resulted in an extensive portfolio of issued and pending patents worldwide covering flexible, thin-film photovoltaic technologies. Pursuant to the Company’s license agreement with our university research partners, they have obtained the exclusive worldwide license and right to sublicense any and all intellectual property which resulted from sponsored research programs with the universities. While each patent is issued in the name of the respective university that developed the subject technology, the Company has exclusive commercial license rights to all of the patents and their attendant technologies, and the patents are referred to herein as being the Company’s patents.

These patented and patent-pending technologies fall into two general categories – (1) cost reducing and performance-enhancing fabrication processes and device architectures for ultra-high efficiency Gallium Arsenide (“GaAs”)-based solar thin films and (2) organic photovoltaic (“OPV”) materials, architectures, and fabrication processes for low cost, ultra-thin solar films offering high quality aesthetics, such as semi-transparency and tinting, and highly flexible form factors. The technologies are targeted at certain broad applications that require high power conversion efficiency, flexibility, and light weight. These applications include: (a) mobile and off-grid solar power generation, (b) BAPV, (c) BIPV, (d) space vehicles and UAVs, (e) semi-transparent solar power generating glazing or windows, (f) ultra-thin solar films for automobiles or other consumer applications and sensors and other devices for the Internet of Things (“IoT”). The Company believes these technologies have been demonstrated in a laboratory environment with our research partners.

The Company currently holds exclusive rights to an extensive portfolio of issued and pending U.S. patents, plus their foreign counterparts, which cover architecture, processes and materials for flexible, thin-film organic photovoltaic (“OPV”) and Gallium Arsenide (“GaAs”)-based solar technologies. In addition, we have an extensive collection of patents in process. Some of our technology holdings include foundational concepts in the following areas.

Plan of Operation and Liquidity and Capital Resources

Overall Operating Plan

Our business model is now shifting to focus on NanoFlex products which have competitive advantage due to our intellectual property. We expect to work with well-positioned commercial partners who can provide manufacturing and marketing capabilities to enable rapid commercial growth. These manufacturing partners can also serve as a source of solar cell supply for NanoFlex to provide products to customers on its own as well as through a “fab-less” manufacturing model. 

To support this work, our III-V solar engineering team operates out of our development and prototyping center in Ann Arbor, Michigan, which we believe is a cost-effective approach to move the technologies toward commercialization. We believe that this allows our engineering team to develop our flexible solar panel products as well as without the need for large-scale capital investment in clean room facilities and solar cell fabrication equipment. 

We are also pursuing sponsored development funding to generate revenue in the near-term as well as subsidize our product development with non-dilutive financing. In connection with our focus on potential government-sponsored research projects, on June 19, 2017, the Company announced that that it is part of a consortium that was awarded a $6.3 million contract from the Army Research Laboratory’s Army Research Office to develop high power, flexible, and lightweight solar panels for portable power applications. The consortium consists of NanoFlex, SolAero, the University of Michigan, and the University of Wisconsin. Pursuant to the foregoing and as part of the consortium, SolAero was awarded a 4-year contract amounting to $6.3 million with the Army Research Lab (ARL) to develop solar power mats.  SolAero has engaged the Company as a subcontractor for $3.3 million over 4 years of which $1.6 million will be provided to the University of Michigan as a subcontractor to the Company. The Company’s contract with SolAero provides for direct reimbursement of the Company’s costs, including indirect overhead. On February 1, 2019 we were informed by SolAero that Mantech had terminated the contract as provided for in the agreement. The Company will be fully reimbursed for all costs incurred through that date. Having an established technical team enables us to more effectively pursue and execute sponsored research projects from the Department of Defense (“DoD”), the Department of Energy (“DOE”), and the National Aeronautics and Space Administration (“NASA”), each of which has interests in businesses that can deliver ultra-lightweight, high-efficiency solar technologies for demanding applications. However, there can be no assurance that the Company can effectively pursue such research projects, nor if it can, that such pursuit will be successful.  

As reported in the Company’s Form 8-K filed with the SEC on February 7, 2017, on February 2, 2017, the Company entered into a License Agreement with SolAero Technologies Corp. (“SolAero”), pursuant to which the Company agreed to grant SolAero a non-exclusive worldwide license to use, sell, offer for sale, import or otherwise dispose of certain products (the “Licensed Products”) using the Company’s patented proprietary manufacturing processes relating to Gallium Arsenide-based photovoltaic cells (the “Licensed Patents”) within the space and near-space fields of use (the “License Field”). SolAero is to pay the Company a royalty based on sales of the Licensed Products within the Licensed Field. The agreement does not provide SolAero with the right to sublicense the Licensed Patents. The term of the agreement runs from February 2, 2017 through the expiration date of the last expiring patent included in the Licensed Technology. However, each party may terminate the agreement upon a material breach by the other party.

There can be no assurance that our overall term operating plan will be successful or that the capital needed to fulfill it can be raised. 

Results of Operations

For the three months ended March 31, 2019 and 2018

Revenue was $93,280 and $149,991 for the three months ended March 31, 2019 and 2018, respectively. Revenue relates to engineering services provided under the ARL contract. On February 1, 2019 we were informed by SolAero that Mantech had terminated the contract as provided for in the agreement. We will be fully reimbursed for all costs incurred through that date. We are attempting to ascertain the reason for the cancellation.

We do not believe that inflation or changing prices have had a material effect on our business, financial condition, or results of operations.

Cost of Services

Cost of services was $93,280 and $149,991 for the three months ended March 31, 2019 and 2018, respectively. The decrease was due to less spending on the ARL contract during the 2019 period due to the termination of the contract. 

Research and Development Expenses

Research and development expenses were $321,840 for the three months ended March 31, 2019, a 121% increase from $145,781 for the three months ended March 31, 2018. The increase is attributable to increased costs in building prototypes and developing applications for our commercialization efforts. The increase was also due to an increase in non-cash expenses consisting of warrants issued for services. For the three months ended March 31, 2019, non-cash expenses were $9,818. For the three months ended March 31, 2018, non-cash expenses recaptured were $4,238.

Patent Application and Prosecution Fees

Patent application and prosecution fees consist of the fees due for prosecuting and maintaining the patents resulting from the research program sponsored by the Company and were $287,188 for the three months ended March 31, 2019, a 12% decrease from $327,157 for the three months ended March 31, 2018. The decrease is attributable to the timing of application and prosecution of patents and the result of decreased patent activity by our engineering team in commercializing and developing our technologies.

Selling, General and Administrative Expenses

Selling, general and administrative expenses were $78,801 for the three months ended March 31, 2019, an 83% decrease from $474,944 for the three months ended March 31, 2018. The decrease is primarily attributable to a reduction in non-cash expenses associated with warrants issued to employees during the year. For the three months ended March 31, 2019, non-cash expenses recaptured due to forfeited employee warrants were $231,693. For the three months ended March 31, 2018, non-cash expenses were $91,772.

Other Income (Expense)

Other income (expense) for the three months ended March 31, 2019, was ($2,808,762) as compared to ($2,429,633) for the three months ended March 31, 2018. These changes are primarily due to an increase in interest expense of $1,857,626, offset by a decrease of loss on extinguishment of debt of $1,587,477.

Net Loss

The net loss for the three months ended March 31, 2019 was $3,496,591, compared to $3,377,515 for the three months ended March 31, 2018. The increase in net loss is primarily related to non-cash expenses, including interest expense and loss on extinguishment of debt, changes in research and development, patent application and prosecution fees, and selling, general and administrative expenses, each of which is described above.

Liquidity and Capital Resources

Sources of Liquidity

As of March 31, 2019, we had cash and cash equivalents of $138,624 and a working capital deficit of $9,427,353, as compared to cash and cash equivalents of $27,213 and a working capital deficit of $11,991,857 as of December 31, 2018. The increase in working capital deficit is attributable to an increase in accrued liabilities and debt during the three months ended March 31, 2018. 

The Company needs to raise additional capital and is in the process of raising additional funds in order to continue to finance our research and development, service existing liabilities and commercialize photonic energy conversion technologies utilizing organic and GaAs semiconductor-based solar cells. In the next 12 months we need to raise approximately $13 million in additional capital in order to continue our operations as described above, support our corporate functions and repay some of our liabilities. We anticipate that the additional funding can result from private sales of our equity securities. However, there can be no assurance that the additional funds will be available to us when needed, or if available, on terms that will be acceptable to us or our shareholders. If we are unable to raise sufficient funds, the Company may have to cease its operations.

Analysis of Cash Flows

Net cash used in operating activities decreased by $148,908 to $753,509 for the three months ended March 31, 2019, compared to $902,417 for the three months ended March 31, 2018. The cash used in operating activities was primarily attributable to the change in net loss, the loss on extinguishment of debt and the amortization of debt discount.

Net cash used in investing activities was $30,780 and $0 during the three months ended March 31, 2019 and 2018, respectively. This consisted of purchases of fixed assets.

Net cash provided by financing activities was $895,700 and $853,455 during the three months ended March 31, 2019 and 2018, respectively. For the three months ended March 31, 2019, this includes borrowings on related party debt of $350,000, borrowings on promissory note debt of $45,000, borrowings on short term convertible debt of $588,700, advances received from related party of $150,000 offset by repayments of promissory note debt of $45,000, repayments on convertible debt of $153,000 and advances repaid to related party of $40,000. For the three months ended March 31, 2018, this includes borrowings on related party debt of $300,000, borrowings on promissory note debt of $75,000, borrowing on convertible debt of $595,100, advances received from related party of $8,000, partially offset by repayments on convertible debt of $43,000 and advances repaid to related party of $81,465. 

Going Concern

The Company has only generated limited revenues to date. The Company has a working capital deficit of $9,427,353 and an accumulated deficit of $237,618,482 as of March 31, 2019. The ability of the Company to continue as a going concern is dependent on raising capital to fund ongoing operations and carry out its business plan and ultimately to attain profitable operations. Accordingly, these factors raise substantial doubt as to the Company’s ability to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence. 

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements.

Critical Accounting Policies

There were no changes in our critical accounting policies during the three months ended March 31, 2019 from those set forth in “Critical Accounting Policies” in our Annual Report on Form 10-K for the year ended December 31, 2018 filed with the SEC on April 16, 2019. 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Pursuant to Rule 13a-15(b) under the Exchange Act, the Company carried out an evaluation, with the participation of the Company’s management, including the Company’s Chief Executive Officer, of the effectiveness of the Company’s disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this Report. Based upon that evaluation, the Company’s management concluded that the Company’s disclosure controls and procedures were not effective to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management to allow timely decisions regarding required disclosure.

Changes in internal controls over financial reporting

Ron DaVella, the Company’s CFO resigned on March 31, 2019. The Company is currently seeking a replacement. Until a replacement is found, his resignation may impact segregation of duties. Dean Ledger, the Company’s CEO will be signing all certifications as both the Principal Executive and Financial Officer.

There have been no other significant changes in our internal controls or in other factors that could significantly affect those controls subsequent to the period covered by this report. 

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business.

ITEM 1A. RISK FACTORS

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Private Placement of the Company’s Notes

During the three months ended March 31, 2019, the Company entered into various note and share purchase agreements with a major shareholder to which the shareholder purchased convertible notes in the aggregate of $350,000 along with additional shares of the Company’s common stock.  The notes expire on the 90-day anniversary of the issuance date and accrue interest at a rate of 10% per annum. The maturity dates range from May to June 2019. On the maturity date, whether or not the notes are converted, the investors shall receive shares of the Company’s common stock with a value worth 50% of the note’s principal amounts. In addition, the shareholder shall have the right to convert all or any portion of the outstanding and unpaid principal and interest of the note into securities being sold by the Company on or after the maturity date.  The Company may not prepay the notes prior to the maturity dates.  The number of shares in aggregate was determined to be 1,750,000 based on a 20-day lookback from the inception date subject to a minimum of $0.10 per share. Total debt discount and share issuance obligation of $110,875 was recorded at inception. The debt discount was amortized straight line over the 90-day period. This obligation was determined to be a liability under ASC 480. Total amortization for the period from inception through March 31, 2019 was $24,686. As of March 31, 2019, the fair value of the shares was determined to be $99,225 and a gain on change in value of share obligation of $11,650 was recorded.

During the three months ended March 31, 2019, the Company borrowed an aggregate of $120,200, net of original issue discounts and fees of $12,800 under short-term convertible notes payable. The outstanding convertible notes of the Company are unsecured, bear interest between 0% and 12% per annum and mature between April 2019 and February 2020. Certain of these notes are convertible at fixed rates ranging from $0.25 - $0.50 per share for the first 180 days. After 180 days or upon default, the conversion rates become variable with prices ranging from 60% - 61% of the lowest sale price of the common stock during the 15 to 20 consecutive trading days prior to the date of conversion.

During the three months ended March 31, 2019, the Company entered into various note and share purchase agreements with accredited investors pursuant to which the investors purchased convertible notes in the aggregate of $468,500, along with additional shares of the Company’s common stock. In addition, existing promissory notes and related party notes totaling $182,250 were modified into these note and share purchase agreements. The notes expire on the 90-day anniversary of the issuance date and accrue interest at a rate of 10% per annum. The maturity dates range from April 2019 to June 2019. On the maturity date, whether or not the notes are converted, the investors shall receive shares of the Company’s common stock with a value worth 50% of the note’s principal amounts. In addition, the investors shall have the right to convert all or any portion of the outstanding and unpaid principal and interest of the note into securities being sold by the Company on or after the maturity date.  The Company may not prepay the notes prior to the maturity dates.  The number of shares in aggregate was determined to be 4,022,500 based on a 20-day lookback from the inception date subject to a minimum of $0.10 per share. Total debt discount and share issuance obligation of $254,894 was recorded at inception. The debt discount was amortized straight line over the 90-day period. This obligation was determined to be a liability under ASC 480. Total amortization for the period from inception through March 31, 2019 was $145,307. As of March 31, 2019, the fair value of the shares was determined to be $228,075 based on the stock price on March 31, 2019 and a gain on change in value of share obligation of $26,819 was recorded.

The above issuances of the Company’s securities were not registered under the 1933 Act, and the Company relied on an exemption from registration pursuant to Section 4(2) of the Securities Act of 1933, as amended (the “1933 Act”), for such issuances.

Issuance of Promissory Notes

During the three months ended March 31, 2019, the Company borrowed $45,000 under non-convertible notes payable from an investor. This note had 0% interest and no maturity date.

The above issuances of the Company’s securities were not registered under the 1933 Act, and the Company relied on an exemption from registration pursuant to Section 4(2) of the Securities Act of 1933, as amended (the “1933 Act”), for such issuances.

Issuance of Common Stock and Warrants

On February 5, 2019, the Company issued warrants to purchase an aggregate of 2,500,000 shares of its Common Stock to three of its employees as a bonus in exchange for services to be provided to the Company. The warrants have a 10-year term, a $0.10 exercise price and will vest 25% annually for 4 years beginning on the first anniversary date.  The aggregate fair value of the warrants was determined to be $129,906 using the Black-Scholes option pricing model. Warrant expense of $11,277 was recognized during the three months ended March 31, 2019.

During the three months ended March 31, 2019, the Company issued 23,573,800 shares of the Company’s common stock related to the maturity of various convertible notes totaling $4,714,760. See the convertible debt section in Note 3 for more details.

In March 2019, the Company issued 480,000 shares of the Company’s common stock to certain note holders in exchange for accrued interest of $48,000. The fair value of the common stock was determined to be $27,216 and resulted in a gain on settlement of accrued interest of $20,784.

On March 1, 2019, the Company entered into a letter agreement with an investor pursuant to which, the investor agreed to extend the maturity date of a convertible note in exchange for 1,000,500 shares of the Company’s common stock. The fair value of the common stock was determined to be $68,000 based on the stock price on March 1, 2019 which was recorded as loss on extinguishment of debt. Pursuant to this agreement, an additional 1,000,000 shares of the Company’s common stock were issued on both April 1, 2019 and May 1, 2019.

During the three months ended March 31, 2019, the Company issued an aggregate of 540,000 shares of its common stock related to the conversion of $50,000 of principal and $4,000 accrued interest expense on convertible notes.

During the three months ended March 31, 2019, an aggregate of 3,300,000 warrants were exercised cashlessly resulting in the issuance of 2,200,000 common shares.

During the three months ended March 31, 2019, an aggregate of 1,411,843 warrants were modified to reduce the exercise price to $0.10 per share pursuant to a debt modification and exercised resulting in a total issuance of 1,411,843 common shares. Rather than receiving cash proceeds of $141,184, the Company netted this amount against convertible note payoffs totaling $178,000. The remaining $36,816 owed to one noteholder was paid by the issuance of 37 shares of Preferred Stock.

The above issuances of the Company’s securities were not registered under 1933 Act, and the Company relied on an exemption from registration provided by Rule 506(b) of Regulation D promulgated under the 1933 Act for such issuances.

Issuance of Preferred Stock

During the three months ended March 31, 2019, the Company issued an aggregate of 4,546 shares of its preferred stock related to the conversion of $4,449,943 of debt and $88,742 of interest expense.

The above issuances of the Company’s securities were not registered under the 1933 Act, and the Company relied on an exemption from registration pursuant to Section 4(2) of the 1933 Act for such issuances.

Except as disclosed above, all unregistered sales of the Company’s securities have been disclosed on the Company’s current reports on Form 8-K and the Company’s quarterly reports on Form 10-Q.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not applicable.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable. 

ITEM 5. OTHER INFORMATION 

ITEM 6. EXHIBITS

* filed herewith

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

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