AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER
10, 2014
COMMISSION FILE NO. 333-193878
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 6 TO FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933
NANOFLEX POWER CORPORATION
(Exact name of registrant as specified in its
charter)
Florida |
|
2800 |
|
46-1904002 |
(State or jurisdiction of |
|
(Primary Standard Industrial |
|
(I.R.S. Employer |
incorporation or organization) |
|
Classification Code Number) |
|
Identification No.) |
17207 N. Perimeter Dr., Suite 210,
Scottsdale, AZ 85255
(480) 585-4200
(Address and telephone number of principal
executive offices)
Vcorp Services, LLC
5011South State Road 7, Suite 106
Davie, FL 33314
888-528-2677
(Name, address and telephone number of agent
for service)
Copies to:
Darren Ofsink, Esq.
Ofsink, LLC
230 Park Avenue, Suite 851
New York, NY 10169 (646) 627-7326
(646) 224-9844 (fax)
Approximate date of commencement of proposed
sale to the public: From time to time after the effective date of this registration statement.
If any of the securities being registered
on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the
following box. x
If this Form is filed to register additional
securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities
Act registration statement number of the earlier effective registration statement for the same offering.
o
If this Form is a post-effective amendment
filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same offering.
o
If this Form is a post-effective amendment
filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same offering.
o
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions
of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule
12b-2 of the Exchange Act. (Check one):
Large accelerated filer |
£ |
Accelerated filer |
£ |
Non-accelerated filer |
£ |
Smaller reporting company |
S |
CALCULATION OF REGISTRATION FEE
Title of Each Class of
Securities to be Registered | |
Amount to be Registered(1) | | |
Proposed Maximum Per Share
Offering Price | | |
Proposed Maximum Aggregate
Offering Price | | |
Amount of Registration
Fee | |
Common Stock, $0.0001 par value per share (4) | |
| 3,295,599 | | |
$ | 2.50 | (2) | |
$ | 8,238,998 | | |
$ | 1,061.18 | |
Common Stock, $0.0001 par value per share (5) | |
| 15,500,616 | | |
$ | 0.00725 | (3) | |
$ | 112,425 | | |
$ | 14.47 | |
Total | |
| 18,796,239 | | |
$ | | | |
$ | 8,351,423 | | |
$ | 1,075.66 | |
(1) |
In accordance with
Rule 416(a), the registrant is also registering hereunder an indeterminate number of shares that may
be issued and resold resulting from stock splits, stock dividends or similar transactions. |
(2) |
Estimated solely
for purposes of calculating the registration fee pursuant to Rule 457(c) under the Securities Act of
1933, as amended.
|
(3) |
Estimated solely for purposes of calculating
the registration fee pursuant to Rule 457(f)(2) under the Securities Act of 1933, as amended, based on the book value
of the shares of Common Stock as of September 30, 2013, which was $0.00725 per share. |
(4) |
This Registration
Statement covers, under one Prospectus, the offering by selling stockholders identified in the Resale
Prospectus an aggregate of 3,295,599 shares of our Common Stock (the “Resale Shares”). |
(5) |
This Registration Statement also covers, under a separate Prospectus, shares of
Common Stock issued pursuant to the liquidating distribution of 15,500,616 shares of our Common Stock (the “Distribution
Shares”) owned by GPEC Holdings, Inc. (“Holdings” or “Parent”) to Holdings shareholders. No
payment will be made by any recipient of the Distribution Shares to either Holdings or the Company. |
The Registrant hereby
amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in
accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such
date as the Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
The
Registrant has prepared this Amendment No. 6 to the Registration Statement (the “Registration Statement”) on
Form S-1 (File No. 333-193878) solely for the purpose of updating the dates of the prospectuses and updating the Exhibit Index
accordingly. This Amendment No. 6 does not modify any other provisions of the prospectuses that form a part of the Registration
Statement.
This Registration Statement contains two forms
of Prospectuses, as set forth below.
● |
Distribution
Prospectus. A Prospectus (the “Distribution Prospectus”) to be used for the liquidating
distribution by Holdings of 15,500,616 shares of the Registrant’s restricted Common Stock to
the Holdings shareholders and the sale by each of such shareholders to the public at a fixed price
of $2.50 (the “Liquidating Distribution”).
|
● |
Resale Prospectus. A Prospectus (the “Resale Prospectus”) to be used for
the direct sale by the selling shareholders (the “Selling Shareholders”) listed therein of up to 3,295,599 shares
of the Registrant’s Common Stock. |
The Resale Prospectus is substantively identical
to the Distribution Prospectus, except for the following principal points:
● |
they contain different outside front covers; |
● |
they contain different tables of contents; |
● |
they contain different Summary of the Offering sections in the Prospectus Summary
section; |
● |
they contain different sections entitled “The Offering,” describing
the transactions covered by the Registration Statement and Prospectus; |
● |
The Distribution
Prospectus contains sections regarding information of the Liquidating Distribution, including those
under “Questions and Answers About the Company and the Liquidating Distribution” and “The
Liquidating Distribution;”
|
● |
information is provided in the Resale Prospectus under “Security Ownership of Certain
Beneficial Owners and Management” about the Selling Shareholders and Holdings, including a table showing the share ownership
of the various Selling Shareholders and Holdings prior to and following the offerings covered by this Registration Statement
and the Resale Prospectus; |
● |
they contain different “Plan of Distribution” sections; and |
● |
they contain different outside back covers. |
The Registrant has included in this Registration
Statement a complete version of the Distribution Prospectus and the Resale Prospectus below. The financial statements
which will be a part of both final Prospectuses are included only once (as to not be unnecessarily duplicative), and are included
in the Registration Statement directly after the Resale Prospectus.
[RESALE PROSPECTUS]
The information in this prospectus
is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities
and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer
to buy these securities in any state or other jurisdiction where the offer or sale is not permitted.
SUBJECT TO COMPLETION DATED DECEMBER
10, 2014
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 Shareholders are offering the
Common Stock pursuant to this Prospectus, the Registration Statement of which it is a part. The Selling Shareholders will receive
all the proceeds from the sale of the Common Stock and we will not receive any of the proceeds from the sale of Common
Stock by the Selling shareholders. We will pay the expenses of registering these shares. The Selling Shareholders are offering
the Common Stock at an initial price of $2.50 until such time as our Common Stock is actively traded on a national securities
exchange or the OTC Market Group Inc.’s OTCQB market tier (the “OTCQB”) and thereafter at the prevailing market
price or in negotiated transactions.
Our Common Stock is quoted on OTCQB and trades
under the symbol "OPVS." There has not been any trading since October 29, 2013 and the current quote is $1.01/$20,000
(1 x 1). There can be no assurance that any secondary market in our Common Stock to develop in the near future. As a result,
you may not be able to resell your Common Stock regardless of how we perform and, if you are able to sell your Common Stock, you
may receive less than your purchase price. There can be no assurance that we will be successful in developing a market for
our Common Stock. As a result of these factors, an investment in our Common Stock is not suitable for investors who
require short or medium term liquidity.
Simultaneously with the resale of the shares
of Common Stock by the selling stockholders pursuant to this Prospectus, we are conducting a liquidating distribution of shares
of restricted Common Stock owned by GPEC Holdings, Inc. (“Holdings”) to all of its shareholders (the “Liquidating
Distribution”) pursuant to another Prospectus (the “Distribution Prospectus”), which includes the liquidation
and distribution of an aggregate of up to 15,500,616 shares of our Common Stock (the “Distribution Shares”) by Holdings
to its shareholders. The Liquidating Distribution is expected to be effected as soon as practicable after the date the registration
statement, of which this Prospectus is a part, is declared effective. We cannot determine how long it will take for the Selling
Shareholders named in the Resale Prospectus to sell the Resale Shares, or whether they will be able to sell all or any of the
Resale Shares. The distribution of the Distribution Shares by Holdings is not covered by this Prospectus. As such, there will
be a total of 18,796,239 shares of our Common Stock registered for sale, resale, or distribution under this and the other Prospectus
referred to above, although there is no guarantee that all of the shares will be sold or distributed.
We are an “emerging growth company”
under the federal securities laws and will be subject to reduced public company reporting requirements. An investment in our Common
Stock may be considered speculative and involves a high degree of risk, including the risk of a substantial loss of your investment. See
“Risk Factors” beginning on page 4 to read about the risks you should consider before buying shares of our
Common Stock. An investment in our Common Stock is not suitable for all investors. We intend to continue
to issue Common Stock after this offering and, as a result, your ownership in us is subject to dilution. See “Risk
Factors—Risks Related to Ownership of Our Common Stock.”
This Prospectus contains important information
that a prospective investor should know before investing in our Common Stock. Please read this Prospectus before investing
and keep it for future reference. We file annual, quarterly and current reports, proxy statements and other information
about us with the SEC, as required. This information will be available free of charge by contacting us at 17207 N.
Perimeter Dr., Suite 210, Scottsdale, AZ 85255 or by telephone at (480) 585-4200. The SEC also maintains a website
at www.sec.gov that contains such information.
Neither the SEC nor any state securities
commission has approved or disapproved of these securities or determined if this Prospectus is truthful or complete. Any representation
to the contrary is a criminal offense.
We may amend or supplement this Prospectus
from time to time by filing amendments or supplements as required and will provide investors with all such subsequent material
information. You should read the entire Prospectus and any amendments or supplements we provide carefully.
The date of this Prospectus is December
10, 2014.
TABLE OF CONTENTS
SPECIAL NOTE REGARDING
FORWARD-LOOKING STATEMENTS
All statements contained in this Prospectus,
other than statements of historical facts, that address future activities, events or developments, are forward-looking statements,
including, but not limited to, statements containing the words “believe,” “anticipate,” “expect”
and words of similar import. These statements are based on certain assumptions and analyses made by us in light of our experience
and our assessment of historical trends, current conditions and expected future developments as well as other factors we believe
are appropriate under the circumstances. Whether actual results will conform to the expectations and predictions of management,
however, is subject to a number of risks and uncertainties that may cause actual results to differ materially. Such risks are
in the section entitled “Risk Factors” on page 4, and in our SEC filings.
Consequently, all of the forward-looking statements
made in this Prospectus are qualified by these cautionary statements, and there can be no assurance that the actual results anticipated
by management will be realized or, even if substantially realized, that they will have the expected consequences to or effects
on our business operations.
You should rely only on the information contained
in this Prospectus. We have not authorized any other person to provide you with different information. If anyone provides you
with different or inconsistent information, you should not rely on it. No offers are being made hereby in any jurisdiction where
the offer or sale is not permitted. You should assume that the information in this Prospectus is accurate only as of the date
on the cover. Our business, financial condition, results of operations and prospects may have changed since that date.
SUMMARY
This summary highlights selected information
that is presented in greater detail elsewhere in this prospectus. This summary does not contain all of the information you should
consider before investing in our Common Stock. You should read this entire prospectus carefully, including the sections titled
“Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,”
and “Description of Business,” and our consolidated financial statements and the related notes included elsewhere
in this prospectus, before making an investment decision. Unless specifically set forth to the contrary, when used in this
prospectus the terms “Company,” “NanoFlex,” “GPEC," "we," "us," "our"
and similar terms refer to (i) NanoFlex Power Corporation., a Florida corporation, and (ii) Global Photonic Energy Corporation,
a Pennsylvanian corporation, and “Holdings” refers to GPEC Holdings, Inc., a Pennsylvania corporation.
About Us
NanoFlex Power Corporation, 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 incorporated the business of GPEC and as a result, the Company owns 100% of 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 founded and incorporated on February
7, 1994 and is engaged in the development, commercialization, and licensing of advanced thin film solar technologies and intellectual
property, based on the research of Dr. Mark E. Thompson, then a professor at Princeton University. Since then, GPEC’s sponsored
research programs at Princeton University, University of Southern California (“USC”) and the University of Michigan
(“Michigan”) have resulted in more than 740 issued or pending patents worldwide covering materials, architectures,
and fabrication processes for organic and inorganic flexible, thin-film photovoltaic technologies. The technology is targeted
at, but not limited to, certain broad applications, including (a) mobile electronic device power, (b) electric vehicle charging
or “power paint,” (c) semi-transparent solar power generating windows or glazing and (d) traditional off-grid and
grid-connected solar power generation. Laboratory feasibility prototypes have been developed that successfully demonstrate key
building block principles for these technology application areas.
Our Common Stock is quoted on the OTCQB under
the symbol “OPVS.” There has not been any trading since October 29, 2013 and the current quote is $1.01/$20,000 (1
x 1).
Emerging Growth Company Status
We are an “emerging growth company,”
as defined in the JOBS Act. For as long as we are an “emerging growth company,” we may take advantage of certain exemptions
from various reporting requirements that are applicable to other public companies that are not “emerging growth companies,”
including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404(b) of the
Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements,
and exemptions from the requirements of holding advisory “say-on-pay” votes on executive compensation and shareholder
advisory votes on golden parachute compensation.
Under the JOBS Act, we will remain an “emerging
growth company” until the earliest of:
● |
the last day of the fiscal year during which we have total annual gross revenues
of $1 billion or more; |
|
|
● |
the last day of the fiscal year following the fifth anniversary of the completion of this
offering; |
● |
the date on which
we have, during the previous three-year period, issued more than $1 billion in non-convertible debt;
and
|
● |
the date on which we are deemed to be a “large accelerated filer” under the Securities
Exchange Act of 1934, or the Exchange Act. We will qualify as a large accelerated filer as of the first day of the first fiscal
year after we have (i) more than $700 million in outstanding common equity held by our non-affiliates and (ii) been public
for at least 12 months. The value of our outstanding common equity will be measured each year on the last day of our second
fiscal quarter. |
Section 107 of the JOBS Act provides that
we may elect to utilize the extended transition period for complying with new or revised accounting standards. As such, we have
made the election to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(1)
of the JOBS Act. Please refer to a discussion on page 10 under “Risk Factors” of the effect on our financial
statements of such election.
The report of our independent registered public
accounting firm on our financial statements for the years ended December 31, 2013 and 2012 contains an explanatory paragraph which
expresses substantial doubt regarding our ability to continue as a going concern based upon the Company’s net losses of
approximately $39.2 million and $20.8 million for the years ended December 31, 2013 and 2012, respectively. We incurred an additional
loss of approximately $1.69 million for the three months ended March 31, 2014 and we had an accumulated deficit of approximately
$172 million and $133 million as of December 31, 2013 and 2012, respectively.
Corporate Information
Our corporate headquarters are located at
17207 N. Perimeter Dr., Suite 210, Scottsdale, AZ 85255 and our telephone number is (480)-585-4200. We maintain our web site at
http://www.nanoflexpower.com. Information on this web site is not a part of this Prospectus.
About This Offering
In July 2013, GPEC offered its Convertible
Promissory Notes (the “Bridge Notes”) and its warrants (“Bridge Warrants”) to purchase shares of common
stock of GPEC, with no par value (“GPEC Common Stock”) to certain accredited investors (the “Bridge Investors”)
pursuant to a Subscription Agreement (the “Bridge Agreement”). The Bridge Notes automatically converted into shares
of our Common Stock at $1.00 per share upon the closing of the Share Exchange Transaction. The Bridge Warrants were
exchanged for warrants to purchase our Common Stock on a 1-for-1 basis. As a result of the Share Exchange Transaction, all of
the Bridge Notes were converted into an aggregate of 11,433,200 shares of Common Stock and the Bridge Warrants were exchanged
for Company warrants to purchase an aggregate of 11,433,200 shares of Common Stock. This Prospectus covers the resale
of an aggregate of 3,295,599 shares of Common Stock owned by certain Bridge Investors who are also named as “Selling Shareholders”
in the section under the title “Selling Security Holders.” Three of the Bridge Investors waived their rights to register
for resale the shares of Common Stock received as a result of the conversion of their respective Bridge Notes.
In addition, during the Share Exchange Transaction,
a total of two holders (“Preferred Holders”) of then existing Series A Convertible Preferred Stock of GPEC (“GPEC
Series A Preferred”) received a total of 5,780,500 shares of the Company’s Common Stock and warrants to purchase a
total of 5,780,500 shares of Common Stock as a result of the automatic conversion of GPEC Series A Preferred (“Preferred
Warrants”). One of the Preferred Holders, Mr. Ronald B. Foster, waived his rights to register the Common Stock and the Preferred
Warrants received by him. Therefore, this Prospectus covers the resale of: (i) an aggregate of 110,000 shares of Common Stock,
and (ii) an aggregate of 110,000 shares of Common Stock issuable upon exercise of the Preferred Warrants owned by one Preferred
Holder.
The Resale Shares will be able to be sold
in public transactions, on a national securities exchange or the OTC Bulletin Board or OTCQB market (or such other public market
as may develop) or in privately negotiated transactions once the Registration Statement of which this Prospectus is part becomes
effective with the Securities and Exchange Commission (the “SEC”), and once a public market develops, if ever. Those
sales and resales will initially be at a fixed price of $2.50 per share until such time as the Common Stock is actively traded
on a national stock exchange or OTCQB, thereafter at then-prevailing market price or at any other price that such shareholders
may negotiate. There is no guarantee that a public market in our Common Stock will develop in the near future, or ever.
Estimated use of proceeds
This Prospectus relates to shares of our Common
Stock that may be offered and sold from time to time by the Selling Shareholders. We will not receive any of the proceeds resulting
from the sale of Common Stock by the Selling Shareholders.
Summary of the Shares offered by the Selling
Shareholders.
The following is a summary of the shares being
offered by the selling stockholders:
Common Stock offered by the selling stockholders |
Up to 3,295,599 shares of Common Stock |
Common Stock outstanding prior to the offering |
44,282,278 (1) |
|
|
Common Stock to be outstanding after the offering |
43,327,278 |
Use of proceeds |
We will not receive any proceeds from the sale of the Common Stock hereunder. |
(1) Based upon the total number
of issued and outstanding shares as of the date of this Prospectus.
Risks Affecting the Offering and Our Business
Our business and this offering are subject
to various risks. For a description of these risks, see the section titled “Risk Factors” beginning on
page 4 of this Prospectus.
RISK FACTORS
The reader should carefully consider the
risks described below together with all of the other information included in this Prospectus. Some of these risks relate
principally to our business and the industry in which we operate or to the securities markets generally and ownership of our securities
specifically. The statements contained in or incorporated into this Prospectus that are not historic facts are forward-looking
statements that are subject to risks and uncertainties that could cause actual results to differ materially from those set forth
in or implied by forward-looking statements. If any of the following risks actually occurs, our business, financial
condition, or results of operations could be harmed. In that case, the trading price of our Common Stock, if and when
a market for our Common Stock develops, could decline, and an investor in our securities may lose all or part of their investment.
Risks Related to Our Business
The Company has incurred, and expects
to continue to incur, significant losses as we execute our commercialization plan.
The Company’s operating subsidiary was
incorporated under the laws of the Commonwealth of Pennsylvania in February 1994. We have been a development-stage
company since that time, with no revenues to date. Since the Company’s incorporation we have incurred significant
losses. We expect that our expenditures will increase to the extent we continue to develop strategic partnerships to commercialize
our products. We expect these losses to continue until such time, if ever, as we are able to generate sufficient revenues from
the commercial exploitation of our OPV and Gallium Arsenide (“GaAs”) technologies to support our operations. Our
OPVand GaAs technologies may never be incorporated in any commercial applications. The Company may never be profitable.
We may be unable to satisfy our obligations solely from cash generated from operations. If, for any reason, we are unable to make
required payments under our obligations, one or more of our creditors may take action to collect their debts. If we continue to
incur substantial losses and are unable to secure additional financing, we could be forced to discontinue or further curtail our
business operations; sell assets at unfavorable prices; refinance existing debt obligations on terms unfavorable to us; or merge,
consolidate or combine with a company with greater financial resources in a transaction that may be unfavorable to us.
There is doubt about our ability to
continue as a going concern, which may hinder our ability to obtain future financing and force us to cease operations.
Our ability to continue as a going concern
is an issue because to date, we have incurred net operating losses. We anticipate that we will continue to experience net operating
losses and the continuation of our business at the present time is dependent solely on raising capital.
Our net operating losses require that we finance
our operations from outside sources through funding from the sale of our securities. If we are unable to obtain such additional
capital, we will not be able to sustain our operations and would be required to cease our operations. You should consider this
when determining if an investment in our Company is suitable.
Even if we do raise sufficient capital and
generate revenues to support our operating expenses, there can be no assurance that the revenue will be sufficient to enable us
to develop our business to a level where it will generate profits and cash flows from operations, or provide a return on investment.
In addition, if we raise additional funds through the issuance of equity or convertible debt securities, the percentage ownership
of our stockholders could be significantly diluted, the newly-issued securities may have rights, preferences or privileges senior
to those of existing stockholders and the trading price of our Common Stock could be adversely affected. Further, if we obtain
additional debt financing, a substantial portion of our operating cash flow may be dedicated to the payment of principal and interest
on such indebtedness, and the terms of the debt securities issued could impose significant restrictions on our operations. If
we are unable to continue as a going concern, you may lose your entire investment.
Our inability to achieve and sustain
profitability could cause us to go out of business and for you to lose your entire investment.
We are a development-stage company, and have
not generated revenues or earnings to date. We cannot provide any assurance that any of our business strategies will
be successful or that future growth in revenues or profitability will ever be achieved or, if they are achieved, that they can
be consistently sustained or increased on a quarterly or annual basis. If we are unable to grow our business sufficiently
to achieve and maintain positive net cash flow, the Company may not be able to sustain operations and your entire investment may
be lost.
The Company may never develop or license
a product that uses its organic photovoltaic (OPV) or inorganic Gallium Arsenide technologies.
Neither the Company nor anyone else has developed
any product that uses our OPV technologies, nor has the Company licensed its OPV or GaAs technologies to anyone else who has developed
such a product. The Company may never develop a commercially viable use for those technologies, may never achieve commercially
viable performance for our OPV technologies and may never license our OPV or GaAs technologies to anyone. Even if the
Company or a licensee of the Company does develop a commercially viable product or use, the product may never become profitable,
either because it is not developed quickly enough, or because no market for the product is identified, or otherwise.
Our business is based on new and unproven
technologies, and if our OPV or inorganic Gallium Arsenide technologies fail to achieve the performance and cost metrics that
we anticipate, then we may be unable to develop demand for our products and generate sufficient revenue to support our operations.
Our OPV and GaAs technologies are new and
unproven at commercial scale production, and such technologies may never gain market acceptance, if they do not compare favorably
against competing products on the basis of cost, quality, efficiency and performance. Our business plan and strategies assume
that we will be able to achieve certain milestones and metrics in terms of throughput, uniformity of cell efficiencies, yield,
cost and other production parameters. We cannot assure you that our technologies will prove to be commercially viable in accordance
with our plan and strategies. Further, we or our strategic partners and licensees may experience operational problems with such
technology after its commercial introduction that could delay or defeat the ability of such technology to generate revenue or
operating profits. If we are unable to achieve our targets on time and within our planned budget, then we may not be able to develop
adequate demand for our OPV and GaAs technologies, and our business, results of operations and financial condition could be materially
and adversely affected.
We may not reach profitability
if OPV technology is not suitable for widespread adoption or sufficient demand for our OPV or
inorganic Gallium Arsenide technologies does not develop or develops slower than we anticipate.
The solar energy market is at a relatively
early stage of development and the extent to which solar PV products based on our technologies will be widely adopted is uncertain.
If our OPV and GaAs technologies prove unsuitable for widespread adoption or demand for our OPV and GaAs technologies fails to
develop sufficiently, we may be unable to grow our business or generate sufficient revenue from operations to reach profitability.
In addition, demand for solar modules in our targeted markets may not develop or may develop to a lesser extent than we anticipate.
Many factors may affect the viability of widespread adoption of solar photovoltaic technology and demand for our OPV and GaAs
products, including the following:
● |
performance and
reliability of solar modules and thin film technology compared with conventional and other non-solar
renewable energy sources and products;
|
● |
cost-effectiveness of solar modules
compared with conventional and other non-solar renewable energy sources and products;
|
● |
availability of government subsidies
and incentives to support the development of the solar photovoltaic industry;
|
● |
success of other renewable energy
generation technologies, such as hydroelectric, wind, geothermal, solar thermal, concentrated photovoltaic and biomass;
|
● |
fluctuations in economic and market
conditions that affect the viability of conventional and non-solar renewable energy sources, such as increases or decreases
in the price of oil and other fossil fuels;
|
● |
fluctuations in capital expenditures
by end-users of PV systems, which tend to decrease in slower economic environments, periods of rising interest rates,
or a tightening of the supply of capital; and
|
● |
deregulation of the electric power industry and the broader energy industry. |
If we do not reach profitability because our
photovoltaic technology is not suitable for widespread adoption or due to insufficient or timely demand for solar photovoltaic
modules, our financial condition and business could be materially and adversely affected.
Existing regulations and policies and
changes to these regulations and policies may present technical, regulatory and economic barriers to the purchase and use of solar
photovoltaic products, which may significantly reduce demand for our technologies.
The market for electricity generation products
is heavily influenced by foreign, federal, state and local government regulations and policies concerning the electric utility
industry, as well as policies promulgated by electric utilities. These regulations and policies often relate to electricity pricing
and technical interconnection of customer-owned electricity generation. In the United States and in a number of other countries,
these regulations and policies have been modified in the past and may be modified again in the future. These regulations and policies
could deter end-user purchases of photovoltaic products and investment in the research and development of photovoltaic technology.
For example, without a mandated regulatory exception for photovoltaic systems, utility customers are often charged interconnection
or standby fees for putting distributed power generation on the electric utility grid. If these interconnection standby fees were
applicable to photovoltaic systems, it is likely that they would increase the cost to our end-users of using photovoltaic systems
which could make them less desirable, thereby harming our business, prospects, results of operations and financial condition.
In addition, electricity generated by photovoltaic systems mostly competes with expensive peak hour electricity, rather than the
less expensive average price of electricity. Modifications to the peak hour pricing policies of utilities, such as to a flat rate
for all times of the day, would require photovoltaic systems to achieve lower prices in order to compete with the price of electricity
from other sources.
We anticipate that the installation of products
based on our OPV and GaAs technologies will be subject to oversight and regulation in accordance with national and local ordinances
relating to building codes, safety, environmental protection, utility interconnection and metering and related matters. It is
difficult to track the requirements of individual states and design equipment to comply with the varying standards. Any new government
regulations or utility policies pertaining to our solar modules may result in significant additional expenses to us, our resellers
and their customers and, as a result, could cause a significant reduction in demand for our solar modules.
Our success is dependent on key personnel
of the Company, whom we may not be able to retain or hire.
Our business relies on the efforts and talents
of our researchers and our management. The development and application of our technologies originated and will greatly depend
on the research by Dr. Mark E. Thompson and Dr. Stephen R. Forrest. None of our researchers or executives is currently insured
for the benefit of the Company by key man life insurance. The loss of the services of any of these persons could result in material
adverse effect to the development and commercialization of our technologies. Competition for experienced researchers and management
personnel in the photovoltaic sector is intense, the pool of qualified candidates is very limited, and we may not be able to retain
the services if any of such personnel is no longer serving their present positions.
We may be unable to protect our intellectual
property or keep up with that of our competitors.
We regard our intellectual property as highly
valuable to our business strategy, and intend to rely on the maximum protection provided by law to protect our rights. We
have entered into and continue to use confidentiality agreements with our employees and contractors and, to the extent practicable,
nondisclosure agreements with our suppliers and strategic partners in order to limit access to and disclosure of our information. We
cannot be sure that these contractual arrangements or the other steps taken by us to protect our intellectual property will prove
sufficient to prevent misappropriation of our technology or deter independent third-party development of similar technologies. Our
failure to protect our intellectual property rights could put us at a competitive disadvantage in the future. Any such
failure could have a materially adverse effect on our future business, results of operations and financial condition. We
intend to defend vigorously our intellectual property against any known infringement, but such actions could involve significant
legal fees, and we have no guarantee that such actions will be resolved entirely in our favor. We also cannot be sure
that any steps taken by us will be adequate to prevent misappropriation or infringement of our intellectual property.
We also intend to sell and/or license our
products and technology in countries worldwide, including some with limited ability to protect intellectual property of products
and services sold in those countries by foreign firms. We cannot be sure that the steps taken by us will be adequate to prevent
misappropriation or infringement of our intellectual property in these countries.
We may not have sufficient funds and
may need additional capital to protect and maintain our intellectual property rights.
The Company’s sponsored research has
resulted in over 740 issued or pending patents which are in the names of our sponsored research partners, USC, Princeton and Michigan.
The Company has the exclusive commercial rights to these intellectual property rights and the obligation to maintain, defend and
fund the defense of these patents. The Company has not yet generated any revenue from its operating business and it expects to
have limited cash flow in the near future. In the event of filing infringement lawsuits or defending any infringement suits that
are filed against the Company, relevant expenses and fees will increase substantially therefore harm our profitability. We may
need to raise additional funds to protect and maintain our intellectual property rights.
If we are unable to successfully maintain
or license existing patents, our ability to generate revenues could be substantially impaired.
Our business model is to license or sublicense
our proprietary OPV and GaAs technologies to partners and customers in the photovoltaic industry, and the Company is currently
entitled to the exclusive right to license more than 740 issued or pending patents worldwide. Our ability to be successful in
the future therefore will depend on our continued efforts and success in licensing existing patents, including maintaining and
prosecuting our patents properly. While we expect for the foreseeable future to have sufficient liquidity and capital resources
to maintain the level of maintenance necessary, various factors may require us to have greater liquidity and capital resources
than we currently expect. If we are unable to successfully maintain and license our existing patents, our ability to generate
revenues could be substantially impaired and our business and financial condition could be materially and adversely impacted.
The Company’s proprietary rights
with regard to its OPV and Gallium Arsenide technologies may be challenged.
As part of the sponsored research program,
the Company has obtained exclusive rights to more than 740 patents and various patent applications for use in developing photovoltaic
energy technologies. The Company may obtain rights to additional patents and patent applications under its Sponsored
Research Agreements. However, additional patent applications may never be filed and the Company may never obtain any
rights to such applications. Any patent applications now pending or filed in the future may not result in patents
being issued. Any patents now licensed to the Company, or licensed to us in the future, may not provide the Company with
any competitive advantages or prove enforceable. The Company’s rights to these patents may be challenged by third
parties. The cost of litigation to uphold the validity, or to prevent infringement of patents and to enforce licensing
rights can be substantial and beyond the Company’s financial means. Furthermore, others may independently develop
similar technologies or duplicate our OPV and GaAs technologies licensed to the Company or design around the patented aspects
of such technology. In addition, there can be no assurance that the products and technologies the Company will seek to commercialize
will not infringe patents or other rights owned by others, or that licenses for other’s technology will be available.
Competition is intense in the energy
industry.
The global energy industry is presently dominated
by hydrocarbon, hydroelectric and nuclear-based technologies, and therefore our solar energy-based technologies will primarily
compete against the providers of these established energy sources. However, we also compete directly against large
multinational corporations (including global energy suppliers and generators) and numerous small entities worldwide that are pursuing
the development and commercialization of renewable and non-renewable technologies that might have performance and/or price characteristics
similar or even superior to our OPV and GaAs technologies. Most of our current competitors are significantly larger
and have substantially greater market presence as well as greater financial, technical, operational, marketing and other resources
and experience than we do. We also expect that new competitors are likely to join existing competitors in this industry.
The Company’s attempt to develop commercially
viable technologies based on Company-funded research will also encounter competition from other academic institutions and/or governmental
laboratories, which are conducting or funding research in alternative technologies similar to our OPV and GaAs technologies. These
academic institutions and/or governmental laboratories likely will have financial resources substantially greater than the resources
available to the Company. Given the foregoing competitive environment, the Company cannot determine at this time whether
it will be successful in its research efforts or whether such research, even if successful, will be commercially viable and profitable.
Our business could be adversely affected
by general economic conditions; if we experience a decline in sales our ability to become profitable will decrease.
Our business could be adversely affected in
a number of ways by general economic conditions, including higher interest rates, consumer credit conditions, unemployment and
other economic factors. During economic downturns, we may have greater difficulty in gaining new customers for our
products and services. Our strategies to acquire new customers may not be successful, which, in turn, could have a
material adverse effect on our business, financial condition and results of operations.
We will need additional capital to fund
our growth; we may not be able to obtain sufficient capital on reasonable terms and may be forced to limit the scope of our operations.
If adequate additional financing is not available
to us, or if available, it is likely not available on reasonable terms, we may not be able to fund our future operations and we
would have to modify our business plans accordingly. There is no assurance that additional financing will be available to us.
If we cannot obtain additional funding, we
may be required to: (i) limit internal growth (ii) limited acquisitions of businesses and technology; and (iii) limit the recruitment
and retention of additional key personnel. Such reductions could materially adversely affect our business and our ability
to compete.
Even if we do find a source of additional
capital, we may not be able to negotiate terms and conditions for receiving the additional capital that are acceptable to us.
Any future capital investments could dilute or otherwise materially and adversely affect the holdings or rights of our existing
shareholders. In addition, new equity or convertible debt securities issued by us to obtain financing could have rights, preferences
and privileges senior to our Common Stock. We cannot give you any assurance that any additional financing will be available to
us, or if available, will be on terms favorable to us.
We may encounter substantial competition
in our business and any failure to compete effectively could adversely affect our results of operations.
We anticipate that competitors will continue
to develop competing solar PV technologies and will attempt to commercialize these technologies. If these competing
technologies present a compelling value proposition (price, performance) or are available to market sooner than our technologies,
then our market opportunity could diminish.
If we fail to establish and maintain
an effective system of internal control, we may not be able to report our financial results accurately or to prevent fraud. Any
inability to report and file our financial results accurately and timely could harm our reputation and adversely impact the trading
price of our Common Stock.
Effective internal control is necessary for
us to provide reliable financial reports and prevent fraud. The Company currently does not have an audit committee. If we cannot
provide reliable financial reports or prevent fraud, we may not be able to manage our business as effectively as we would if an
effective control environment existed, and our business and reputation with investors may be harmed. As a result, our small size
and any current internal control deficiencies may adversely affect our financial condition, results of operation and access to
capital. We have not performed an in-depth analysis to determine if historical un-discovered failures of internal controls exist,
and may in the future discover areas of our internal control that need improvement.
Risks Related to Our Common Stock
An investment in the Company’s Common Stock is extremely
speculative and there can be no assurance of any return on any such investment.
An investment in the Company’s Common
Stock is extremely speculative and there is no assurance that investors will obtain any return on their investment. Investors
will be subject to substantial risks involved in an investment in the Company, including the risk of losing their entire investment.
Our shares likely are classified as
a “penny stock” as such term is generally defined in the Securities Exchange Act of 1934 to mean equity securities
with a price of less than $5.00. Our Common Stock is subject to rules that impose sales practice and disclosure requirements on
broker-dealers who engage in certain transactions involving a penny stock.
We are subject to the penny stock rules adopted
by the Securities and Exchange Commission that require brokers to provide extensive disclosure to its customers prior to executing
trades in penny stocks. These disclosure requirements may cause a reduction in the trading activity of our Common Stock, which
in all likelihood would make it difficult for our stockholders to sell their securities.
Under the penny stock regulations, a broker-dealer
selling a penny stock to anyone other than an established customer or accredited investor must make a special suitability determination
regarding the purchaser and must receive the purchaser’s written consent to the transaction prior to the sale, unless the
broker-dealer is otherwise exempt. Generally, an individual with a net worth in excess of $1,000,000, or annual income exceeding
$200,000 individually, or $300,000 together with his or her spouse, is considered an accredited investor.
Because of these regulations, broker-dealers
may encounter difficulties in their attempt to sell shares of our Common Stock, which may affect the ability of selling stockholders
or other holders to sell their shares in the secondary market and have the effect of reducing the level of trading activity in
the secondary market. These additional sales practice and disclosure requirements could impede the sale of our securities. In
addition, the liquidity for our securities may be decreased, with a corresponding decrease in the price of our securities. Our
shares in all probability are subject to such penny stock rules and our stockholders will, in all likelihood, find it difficult
to sell their securities.
There has been a limited trading market
for our Common Stock which may impair your ability to sell your shares.
It is anticipated that there will be a limited
trading market for the Common Stock on the OTCQB. The lack of an active market will impair your ability to sell your shares at
the time you wish to sell them or at a price that you consider reasonable. The lack of an active market will also reduce the fair
market value of your shares. An inactive market may also impair our ability to raise capital by selling shares of capital stock
and may impair our ability to acquire other companies or technologies by using Common Stock as consideration.
We will incur significant costs to ensure
compliance with United States corporate governance and accounting requirements.
We will incur significant costs associated
with our public company reporting requirements, costs associated with newly applicable corporate governance requirements, including
requirements under the Sarbanes-Oxley Act of 2002 and other rules implemented by the Securities and Exchange Commission. We expect
all of these applicable rules and regulations to significantly increase our legal and financial compliance costs and to make some
activities more time consuming and costly. We also expect that these applicable rules and regulations may make it more difficult
and more expensive for us to obtain director and officer liability insurance and we may be required to accept reduced policy limits
and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult
for us to attract and retain qualified individuals to serve on our board of directors or as executive officers. We are currently
evaluating and monitoring developments with respect to these newly applicable rules, and we cannot predict or estimate the amount
of additional costs we may incur or the timing of such costs.
We have the right to issue shares of
preferred stock. If we were to issue additional preferred stock, it is likely to have rights, preferences and privileges that
may adversely affect the Common Stock.
We are authorized to issue 100,000,000 shares
of “blank check” preferred stock, with such rights, preferences and privileges as may be determined from time-to-time
by our board of directors. There is currently no share of preferred stock issued and outstanding. Our board
of directors is empowered, without stockholder approval, to issue preferred stock in one or more series, and to fix for any series
the dividend rights, dissolution or liquidation preferences, redemption prices, conversion rights, voting rights, and other rights,
preferences and privileges for the preferred stock. The issuance of shares of preferred stock, depending on the rights,
preferences and privileges attributable to the preferred stock, could adversely reduce the voting rights and powers of the Common
Stock and the portion of the Company’s assets allocated for distribution to common stockholders in a liquidation event,
and could also result in dilution in the book value per share of the Common Stock being offered. The preferred stock
could also be utilized, under certain circumstances, as a method for raising additional capital or discouraging, delaying or preventing
a change in control of the Company, to the detriment of the investors in the Common Stock being offered. We cannot
assure you that the Company will not, under certain circumstances, issue additional shares of its preferred stock.
Shares eligible for future sale may
adversely affect the market.
From time to time, certain of the Company’s
shareholders may be eligible to sell all or some of their shares of Common Stock by means of ordinary brokerage transactions in
the open market pursuant to Rule 144 promulgated under the Securities Act of 1933, as amended (the “Securities Act”),
subject to certain limitations. Rule 144 permits, under certain circumstances, the sale of securities, without any
limitation, by the Company’s shareholders that are non-affiliates that have satisfied a six-month holding period. Any substantial
sale of the Company’s Common Stock pursuant to Rule 144 or pursuant to any resale Prospectus (including the Resale Offering)
may have a material adverse effect on the market price of the Common Stock.
We do not anticipate paying any cash
dividends in the foreseeable future, which may reduce your return on an investment in our Common Stock.
We plan to use all of our earnings, to the
extent we have earnings, to fund our operations. We do not plan to pay any cash dividends in the foreseeable future. We cannot
guarantee that we will, at any time, generate sufficient surplus cash that would be available for distribution as a dividend to
the holders of our Common Stock. Therefore, any return on your investment would derive from an increase in the price of our stock,
which may or may not occur.
We may raise capital through a securities offering that could
dilute your ownership interest and voting rights.
We require substantial working capital to
fund our business. If we raise additional funds through the issuance of equity, equity-related or convertible debt securities,
these securities may have rights, preferences or privileges senior to those of the holders of our Common Stock. The issuance of
Common Stock or securities convertible into Common Stock by our board of directors will also have the effect of diluting the proportionate
equity interest and voting power of holders of our Common Stock.
The issuance of the Company’s
stock upon exercise of warrants, options and other securities could encourage short sales by third parties, which could contribute
to the future decline of the Company’s stock price and materially dilute existing stockholders' equity and voting rights.
If the shares issued upon exercise of warrants,
options or other convertible securities are sold into the market and exceed the market's ability to absorb the increased number
of shares of stock, such shares have the potential to cause significant downward pressure on the price of the Company’s
Common Stock. The opportunity exists for short sellers and others to contribute to the future decline of the Company’s stock
price. If there are significant short sales of the Company’s stock, the price decline that would result from this activity
will cause the share price to decline more so, which, in turn, may cause long holders of the stock to sell their shares thereby
contributing to sales of stock in the market. If there is an imbalance on the sell side of the market for the stock, our stock
price will decline.
For as long as we are an emerging growth
company, we will not be required to comply with certain reporting requirements, including those relating to accounting standards
and disclosure about our executive compensation, that apply to other public companies.
In April 2012, the President signed into law
the Jumpstart Our Business Startups Act, or the JOBS Act. The JOBS Act contains provisions that, among other things, relax certain
reporting requirements for “emerging growth companies,” including certain requirements relating to accounting standards
and compensation disclosure. We are classified as an emerging growth company. For as long as we are an emerging growth company,
which may be up to five full fiscal years, unlike other public companies, we will not be required to, among other things, (1)
provide an auditor’s attestation report on management’s assessment of the effectiveness of our system of internal
control over financial reporting pursuant to Section 404(b) of the Sarbanes Oxley Act of 2002, (2) comply with any new requirements
adopted by the Public Company Accounting Oversight Board, or the PCAOB, requiring mandatory audit firm rotation or a supplement
to the auditor’s report in which the auditor would be required to provide additional information about the audit and the
financial statements of the issuer, (3) comply with any new audit rules adopted by the PCAOB after April 5, 2012 unless the SEC
determines otherwise, (4) provide certain disclosure regarding executive compensation required of larger public companies or (5)
hold shareholder advisory votes on executive compensation.
Further, our independent registered public
accounting firm is not yet required to formally attest to the effectiveness of our internal controls over financial reporting,
and will not be required to do so for as long as we are an “emerging growth company” pursuant to the provisions of
the JOBS Act.
Under the JOBS Act we have elected to
use an extended period for complying with new or revised accounting standards.
We have elected to use the extended transition
period for complying with new or revised accounting standards under Section 102(b)(1), which allows us to delay adoption of new
or revised accounting standards that have different effective dates for public and private until those standards apply to private
companies. As a result of this election, our financial statements may not be comparable to companies that comply with public company
effective dates.
USE OF PROCEEDS
We will receive no proceeds from the sale of shares of Common Stock
offered by the selling stockholders.
SELLING SECURITY HOLDERS
The following table details the name of each
selling stockholder, the number of shares owned by that selling stockholder, and the number of shares that may be offered by each
selling stockholder for resale under this Prospectus.
The Selling Shareholders named below may from
time to time offer and sell pursuant to this Prospectus up to 3,295,599 shares of our Common Stock (the “Resale Shares”)
from time to time in one or more offerings under this Prospectus. The Selling Shareholders can be divided into two categories:
(i) those acquired the Resale Shares pursuant to the Bridge Agreement, and (ii) one original holder of GPEC Series A Preferred
who acquired shares of our Common Stock and our warrant as a result of the conversion of the GPEC Series A Preferred. Please refer
to page 2 of this Prospectus for more details of the acquisition of the Resale Shares.
Because each selling stockholder may offer
all, some or none of the shares it holds, and because, based upon information provided to us, there are currently no agreements,
arrangements, or understandings with respect to the sale of any of the shares, no definitive estimate as to the number of shares
that will be held by each selling stockholder after the offering can be provided.
None of the selling stockholders has held
a position as an officer or director of the Company, nor has any selling stockholder had a material relationship of any kind with
the Company or its predecessors or affiliates currently or within the past three years.
The following table has been prepared on the
assumption that all shares offered under this Prospectus will be sold to parties unaffiliated with the selling stockholders.
Name of Selling Shareholder |
|
Beneficial Ownership Before the Offering (1) |
|
|
Percentage of Ownership Before the Offering |
|
|
Shares of Common Stock Included in Prospectus |
|
|
Beneficial Ownership After the Offering (2) |
|
|
Percentage of Ownership After Completion of Offering
(2) |
|
A.& S. Genetics(3) |
|
|
200,768 |
(4) |
|
|
* |
|
|
|
100,384 |
(5) |
|
|
100,384 |
|
|
|
* |
|
Albert J. and Judith Wahba |
|
|
17,536 |
(6) |
|
|
* |
|
|
|
2,518 |
(7) |
|
|
15,018 |
|
|
|
* |
|
James T. Anderson |
|
|
605,768 |
(8) |
|
|
1.40 |
% |
|
|
50,384 |
(9) |
|
|
555,384 |
|
|
|
1.28 |
% |
Ashok and Anjani Bhatt |
|
|
70,268 |
(10) |
|
|
* |
|
|
|
35,134 |
(11) |
|
|
35,134 |
|
|
|
* |
|
Jeni S. Bagnato |
|
|
62,836 |
(12) |
|
|
* |
|
|
|
25,168 |
(13) |
|
|
37,668 |
|
|
|
* |
|
Barbara K. Burns Revocable Trust V/1 Dated 2/11/2004 Barbara K. Burns Trustee (14) |
|
|
100,452 |
(15) |
|
|
* |
|
|
|
50,226 |
(16) |
|
|
50,226 |
|
|
|
* |
|
Barry Barnholtz |
|
|
50,822 |
(17) |
|
|
* |
|
|
|
25,411 |
(18) |
|
|
25,411 |
|
|
|
* |
|
Bayou Solar Investments, LLC. (19) |
|
|
175,192 |
(20) |
|
|
* |
|
|
|
25,096 |
(21) |
|
|
150,096 |
|
|
|
* |
|
Carmelo Blacconeri |
|
|
30,144 |
(22) |
|
|
* |
|
|
|
15,072 |
(23) |
|
|
15,072 |
|
|
|
* |
|
Alfred F. Bracher |
|
|
701,918 |
(24) |
|
|
1.62 |
% |
|
|
350,959 |
(25) |
|
|
350,959 |
|
|
|
* |
|
Redfield Bryan |
|
|
100,548 |
(26) |
|
|
* |
|
|
|
50,274 |
(27) |
|
|
50,274 |
|
|
|
* |
|
Ronald Cacioppo |
|
|
100,370 |
(28) |
|
|
* |
|
|
|
50,185 |
(29) |
|
|
50,185 |
|
|
|
* |
|
Charlie Carlson |
|
|
25,154 |
(30) |
|
|
* |
|
|
|
12,577 |
(31) |
|
|
12,577 |
|
|
|
* |
|
Mark D. Cheairs |
|
|
50,370 |
(32) |
|
|
* |
|
|
|
25,185 |
(33) |
|
|
25,185 |
|
|
|
* |
|
George Chrachol |
|
|
60,192 |
(34) |
|
|
* |
|
|
|
25,096 |
(35) |
|
|
35,096 |
|
|
|
* |
|
Lane Cockrell |
|
|
801,480 |
(36) |
|
|
1.85 |
% |
|
|
100,740 |
(37) |
|
|
700,740 |
|
|
|
1.66 |
% |
Norman R. Crain |
|
|
50,438 |
(38) |
|
|
* |
|
|
|
25,219 |
(39) |
|
|
25,219 |
|
|
|
* |
|
David P. Cummings |
|
|
752,260 |
(40) |
|
|
1.74 |
% |
|
|
151,130 |
(41) |
|
|
601,130 |
|
|
|
1.45 |
% |
Kevin M. Cummings |
|
|
418,014 |
(42) |
|
|
* |
|
|
|
201,507 |
(43) |
|
|
216,507 |
|
|
|
* |
|
William Darling |
|
|
24,092 |
(44) |
|
|
* |
|
|
|
12,046 |
(45) |
|
|
12,046 |
|
|
|
* |
|
Dennis Giannangeli |
|
|
143,536 |
(46) |
|
|
* |
|
|
|
45,518 |
(47) |
|
|
98,018 |
|
|
|
* |
|
Ronald J. Gregorio |
|
|
25,156 |
(48) |
|
|
* |
|
|
|
10,078 |
(49) |
|
|
15,078 |
|
|
|
* |
|
David S. Haga |
|
|
60,288 |
(50) |
|
|
* |
|
|
|
30,144 |
(51) |
|
|
30,144 |
|
|
|
* |
|
Jeanne & Stanley Traxler |
|
|
20,068 |
(52) |
|
|
* |
|
|
|
10,034 |
(53) |
|
|
10,034 |
|
|
|
* |
|
John and Jane Tzortzis |
|
|
20,000 |
(54) |
|
|
* |
|
|
|
10,000 |
(55) |
|
|
10,000 |
|
|
|
* |
|
Jonathan & Susan M. Kasso |
|
|
221,562 |
(56) |
|
|
* |
|
|
|
50,781 |
(57) |
|
|
170,781 |
|
|
|
* |
|
Edmund J. Zeiter Jr. |
|
|
175,730 |
(58) |
|
|
* |
|
|
|
62,865 |
(59) |
|
|
112,865 |
|
|
|
* |
|
Paul Kolpak |
|
|
70,096 |
(60) |
|
|
* |
|
|
|
10,048 |
(61) |
|
|
60,048 |
|
|
|
* |
|
Michael and Carla Long |
|
|
21,674 |
(62) |
|
|
* |
|
|
|
10,837 |
(63) |
|
|
10,837 |
|
|
|
* |
|
Shantharaj Samuel M.D. |
|
|
20,148 |
(64) |
|
|
* |
|
|
|
10,074 |
(65) |
|
|
10,074 |
|
|
|
* |
|
James A. Maisano |
|
|
535,548 |
(66) |
|
|
1.24 % |
|
|
|
151,274 |
(67) |
|
|
227,274 |
|
|
|
* |
|
Mason S. Brugh and Jennifer E. Brugh |
|
|
50,370 |
(68) |
|
|
* |
|
|
|
25,185 |
(69) |
|
|
25,185 |
|
|
|
* |
|
Grover C. Maxwell III |
|
|
50,240 |
(70) |
|
|
* |
|
|
|
25,120 |
(71) |
|
|
25,120 |
|
|
|
* |
|
Andrew P. McGuire |
|
|
85,096 |
(72) |
|
|
* |
|
|
|
10,048 |
(73) |
|
|
75,048 |
|
|
|
* |
|
Robert J. Miller |
|
|
201,480 |
(74) |
|
|
* |
|
|
|
100,740 |
(75) |
|
|
100,740 |
|
|
|
* |
|
Name of Selling Shareholder |
|
Beneficial Ownership Before the Offering (1) |
|
|
Percentage of Ownership Before the Offering |
|
|
Shares of Common Stock Included in Prospectus |
|
|
Beneficial Ownership After the Offering (2) |
|
|
Percentage of Ownership After Completion of
Offering (2) |
|
Millsaps Student Entrepreneurial Fund (76) |
|
|
32,596 |
(77) |
|
|
* |
|
|
|
10,048 |
(78) |
|
|
22,548 |
|
|
|
* |
|
Miss GPE Holdings(79) |
|
|
75,360 |
(80) |
|
|
* |
|
|
|
37,680 |
(81) |
|
|
37,680 |
|
|
|
* |
|
D. Allen Moore |
|
|
62,938 |
(82) |
|
|
* |
|
|
|
25,219 |
(83) |
|
|
37,719 |
|
|
|
* |
|
Bernice Newton |
|
|
35,038 |
(84) |
|
|
* |
|
|
|
5,019 |
(85) |
|
|
30,019 |
|
|
|
* |
|
Carl Newton |
|
|
70,116 |
(86) |
|
|
* |
|
|
|
10,058 |
(87) |
|
|
60,058 |
|
|
|
* |
|
Jeffrey Newton |
|
|
70,118 |
(88) |
|
|
* |
|
|
|
10,059 |
(89) |
|
|
60,059 |
|
|
|
* |
|
Mark Newton |
|
|
70,096 |
(90) |
|
|
* |
|
|
|
10,048 |
(91) |
|
|
60,048 |
|
|
|
* |
|
Michael Oles |
|
|
50,042 |
(92) |
|
|
* |
|
|
|
25,021 |
(93) |
|
|
25,021 |
|
|
|
* |
|
Roger Pederson |
|
|
100,342 |
(94) |
|
|
* |
|
|
|
50,171 |
(95) |
|
|
50,171 |
|
|
|
* |
|
Dr. Thomas P. Perone |
|
|
54,580 |
(96) |
|
|
* |
|
|
|
14,790 |
(97) |
|
|
39,790 |
|
|
|
* |
|
Bruce A. Raybeck |
|
|
100,410 |
(98) |
|
|
* |
|
|
|
50,205 |
(99) |
|
|
50,205 |
|
|
|
* |
|
Edward L. Rotenberg |
|
|
67,924 |
(100) |
|
|
* |
|
|
|
25,212 |
(101) |
|
|
42,712 |
|
|
|
* |
|
Stephen J. Rotenberg |
|
|
62,924 |
(102) |
|
|
* |
|
|
|
25,212 |
(103) |
|
|
37,712 |
|
|
|
* |
|
Henry N. Saurage, IV |
|
|
377,466 |
(104) |
|
|
* |
|
|
|
151,233 |
(105) |
|
|
226,233 |
|
|
|
* |
|
Richard Schwartz |
|
|
45,096 |
(106) |
|
|
* |
|
|
|
10,048 |
(107) |
|
|
35,048 |
|
|
|
* |
|
Roger M. Smith |
|
|
60,288 |
(108) |
|
|
* |
|
|
|
30,144 |
(109) |
|
|
30,144 |
|
|
|
* |
|
Harvey T. Stoma |
|
|
50,438 |
(110) |
|
|
* |
|
|
|
25,219 |
(111) |
|
|
25,219 |
|
|
|
* |
|
The Burns Partnership LLC (112) |
|
|
803,616 |
(113) |
|
|
1.81 |
% |
|
|
401,808 |
(114) |
|
|
401,808 |
|
|
|
1.11 |
% |
The Hanley Family Living Trust (115) |
|
|
441,342 |
(116) |
|
|
* |
|
|
|
100,671 |
(117) |
|
|
340,671 |
|
|
|
* |
|
Wayne A. Thomas |
|
|
35,038 |
(118) |
|
|
* |
|
|
|
5,019 |
(119) |
|
|
30,019 |
|
|
|
* |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
William J. Burns Martial Trust V/1 Dated 2/6/2004 Barbara K. Burns Trustee (120) |
|
|
100,452 |
(121) |
|
|
* |
|
|
|
50,226 |
(122) |
|
|
50,226 |
|
|
|
* |
|
Yormark Limited Partnership (123) |
|
|
50,192 |
(124) |
|
|
* |
|
|
|
25,096 |
(125) |
|
|
25,096 |
|
|
|
* |
|
Terry Yormark |
|
|
100,384 |
(126) |
|
|
* |
|
|
|
50,192 |
(127) |
|
|
50,192 |
|
|
|
* |
|
Terry R. Yormark II |
|
|
60,288 |
(128) |
|
|
* |
|
|
|
30,144 |
(129) |
|
|
30,144 |
|
|
|
* |
|
J.A.M.B. of Louisiana LLC (130) |
|
|
346,000 |
(131) |
|
|
* |
|
|
|
346,000 |
(132) |
|
|
0 |
|
|
|
* |
|
Total |
|
|
9,425,698 |
|
|
|
|
|
|
|
3,295,599 |
|
|
|
6,130,099 |
|
|
|
|
|
* Less than 1%.
|
(1) |
The number and percentage of shares beneficially owned is determined in accordance
with Rule 13d-3 of the Securities Exchange Act of 1934, as amended, and the information is not necessarily indicative of beneficial
ownership for any other purpose. Under such rule, beneficial ownership includes any shares as to which the selling stockholders
has sole or shared voting power or investment power and also any shares, which the selling stockholders has the right to acquire
within 60 days. As of the date of this Prospectus, the Company had 44,282,278 shares of Common Stock issued and outstanding. |
|
(2) |
Assumes the sale of all shares included in this Prospectus. |
|
(3) |
Jason Anderson has the power to vote and dispose the shares held by A.& S.
Genetics. |
|
(4) |
Such shares include (i) a warrant to purchase an aggregate of 100,384 shares of
Common Stock, and (ii) 100,384 shares of Common Stock. |
|
(5) |
Such shares included in the Prospectus include 100,384 shares of Common Stock. |
|
(6) |
Such shares include (i) a warrant to purchase an aggregate of 15,018 shares of
Common Stock, and (ii) 2,518 shares of Common Stock. |
|
(7) |
Such shares included in the Prospectus include 2,518 shares of Common Stock. |
|
(8) |
Such shares include (i) a warrant to purchase an aggregate of 370,384 shares of
Common Stock, and (ii) 235,384 shares of Common Stock. |
|
(9) |
Such shares included in the Prospectus include 50,384 shares of Common Stock. |
|
(10) |
Such shares include (i) a warrant to purchase an aggregate of 35,134 shares of
Common Stock, and (ii) 35,134 shares of Common Stock. |
|
(11) |
Such shares included in the Prospectus include 35,134 shares of Common Stock. |
|
(12) |
Such shares include (i) a warrant to purchase an aggregate of 37,668 shares of
Common Stock, and (ii) 25,168 shares of Common Stock. |
|
(13) |
Such shares included in the Prospectus include 25,168 shares of Common Stock. |
|
(14) |
Barbara K. Burns has the power to vote and dispose the shares held by Barbara
K. Burns Revocable Trust V/1 Dated 2/11/2004 Barbara K. Burns Trustee. |
|
(15) |
Such shares include (i) a warrant to purchase an aggregate of 50,226 shares of
Common Stock, and (ii) 50,226 shares of Common Stock. |
|
(16) |
Such shares included in the Prospectus include 50,226 shares of Common Stock. |
|
(17) |
Such shares include (i) a warrant to purchase an aggregate of 25,411 shares of
Common Stock, and (ii) 25,411 shares of Common Stock. |
|
(18) |
Such shares included in the Prospectus include 25,411 shares of Common Stock. |
|
(19) |
Jonathan Bruser has the power to vote and dispose the shares held by Bayou Solar
Investments, LLC. |
|
(20) |
Such shares include (i) a warrant to purchase an aggregate of 150, 096 shares
of Common Stock, and (ii) 25,096 shares of Common Stock. |
|
(21) |
Such shares included in the Prospectus include 25,096 shares of Common Stock. |
|
(22) |
Such shares include (i) a warrant to purchase an aggregate of 15,072 shares of
Common Stock, and (ii) 15,072 shares of Common Stock. |
|
(23) |
Such shares included in the Prospectus include 15,072 shares of Common Stock. |
|
(24) |
Such shares include (i) a warrant to purchase an aggregate of 350,959 shares of
Common Stock, and (ii) 350,959 shares of Common Stock. |
|
(25) |
Such shares included in the Prospectus include 350,959 shares of Common Stock. |
|
(26) |
Such shares include (i) a warrant to purchase an aggregate of 50,274 shares of
Common Stock, and (ii) 50,274 shares of Common Stock. |
|
(27) |
Such shares included in the Prospectus include 50,274 shares of Common Stock. |
|
(28) |
Such shares include (i) a warrant to purchase an aggregate of 50,185 shares of
Common Stock, and (ii) 50,185 shares of Common Stock. |
|
(29) |
Such shares included in the Prospectus include 50,185 shares of Common Stock. |
|
(30) |
Such shares include (i) a warrant to purchase an aggregate of 12,577 shares of
Common Stock, and (ii) 12,577 shares of Common Stock. |
|
(31) |
Such shares included in the Prospectus include 12,577 shares of Common Stock. |
|
(32) |
Such shares include (i) a warrant to purchase an aggregate of 25,185 shares of
Common Stock, and (ii) 25,185 shares of Common Stock. |
|
(33) |
Such shares included in the Prospectus include 25,185 shares of Common Stock. |
|
(34) |
Such shares include (i) a warrant to purchase an aggregate of 35,096 shares of
Common Stock, and (ii) 25,096 shares of Common Stock. |
|
(35) |
Such shares included in the Prospectus include 25,096 shares of Common Stock. |
|
(36) |
Such shares include (i) a warrant to purchase an aggregate of 700,740 shares of
Common Stock, and (ii) 100,740 shares of Common Stock. |
|
(37) |
Such shares included in the Prospectus include 100,740 shares of Common Stock. |
|
(38) |
Such shares include (i) a warrant to purchase an aggregate of 25,219 shares of
Common Stock, and (ii) 25,219 shares of Common Stock. |
|
(39) |
Such shares included in the Prospectus include 25,219 shares of Common Stock. |
|
(40) |
Such shares include (i) a warrant to purchase an aggregate of 151,130 shares of
Common Stock, and (ii) 601,130 shares of Common Stock. |
|
(41) |
Such shares included in the Prospectus include 151,130 shares of Common Stock. |
|
(42) |
Such shares include (i) a warrant to purchase an aggregate of 201,507 shares of
Common Stock, and (ii) 216,507 shares of Common Stock. |
|
(43) |
Such shares included in the Prospectus include (201,507 shares of Common Stock. |
|
(44) |
Such shares include (i) a warrant to purchase an aggregate of 12,046 shares of
Common Stock, and (ii) 12,046 shares of Common Stock. |
|
(45) |
Such shares included in the Prospectus include 12,046 shares of Common Stock. |
|
(46) |
Such shares include (i) a warrant to purchase an aggregate of 45,518 shares of
Common Stock, and (ii) 45,518 shares of Common Stock. |
|
(47) |
Such shares included in the Prospectus include 45,518 shares of Common Stock. |
|
(48) |
Such shares include (i) a warrant to purchase an aggregate of 15,078 shares of
Common Stock, and (ii) 10,078 shares of Common Stock. |
|
(49) |
Such shares included in the Prospectus include 10,078 shares of Common Stock. |
|
(50) |
Such shares include (i) a warrant to purchase an aggregate of 30,144 shares of
Common Stock, and (ii) 30,144 shares of Common Stock. |
|
(51) |
Such shares included in the Prospectus include 30,144 shares of Common Stock. |
|
(52) |
Such shares include (i) a warrant to purchase an aggregate of 10,034 shares of
Common Stock, and (ii) 10,034 shares of Common Stock. |
|
(53) |
Such shares included in the Prospectus include 10,034 shares of Common Stock. |
|
(54) |
Such shares include (i) a warrant to purchase an aggregate of 10,000 shares of
Common Stock, and (ii) 10,000 shares of Common Stock. |
|
(55) |
Such shares included in the Prospectus include 10,000 shares of Common Stock. |
|
(56) |
Such shares include (i) a warrant to purchase an aggregate of 170,781 shares of
Common Stock, and (ii) 50,781 shares of Common Stock. |
|
(57) |
Such shares included in the Prospectus include 50,781 shares of Common Stock. |
|
(58) |
Such shares include (i) a warrant to purchase an aggregate of 112,865 shares of Common Stock, and (ii)
62,865 shares of Common Stock. |
|
(59) |
Such shares included in the Prospectus include 62,865 shares of Common Stock. |
|
(60) |
Such shares include (i) a warrant to purchase an aggregate of 60,048 shares of
Common Stock, and (ii) 10,048 shares of Common Stock; |
|
(61) |
Such shares included in the Prospectus include 10,048 shares of Common Stock. |
|
(62) |
Such shares include (i) a warrant to purchase an aggregate of 10,837 shares of
Common Stock, and (ii) 10,837 shares of Common Stock. |
|
(63) |
Such shares included in the Prospectus include 10,837 shares of Common Stock. |
|
(64) |
Such shares include (i) a warrant to purchase an aggregate of 10,074 shares of
Common Stock, and (ii) 10,074 shares of Common Stock. |
|
(65) |
Such shares included in the Prospectus include 10,074 shares of Common Stock. |
|
(66) |
Such shares include (i) a warrant to purchase an aggregate of 307,274 shares of
Common Stock, and (ii) 231,274 shares of Common Stock. |
|
(67) |
Such shares included in the Prospectus include 151,274 shares of Common Stock. |
|
(68) |
Such shares include (i) a warrant to purchase an aggregate of 25,185 shares of
Common Stock, and (ii) 25,185 shares of Common Stock. |
|
(69) |
Such shares included in the Prospectus include 25,185 shares of Common Stock. |
|
(70) |
Such shares include (i) a warrant to purchase an aggregate of 25,120 shares of
Common Stock, and (ii) 25,120 shares of Common Stock. |
|
(71) |
Such shares included in the Prospectus include 25,120 shares of Common Stock. |
|
(72) |
Such shares include (i) a warrant to purchase an aggregate of 75,048 shares of
Common Stock, and (ii) 10,048 shares of Common Stock. |
|
(73) |
Such shares included in the Prospectus include 10,048 shares of Common Stock. |
|
(74) |
Such shares include (i) a warrant to purchase an aggregate of 100,740 shares of
Common Stock, and (ii) 100,740 shares of Common Stock. |
|
(75) |
Such shares included in the Prospectus include 100,740 shares of Common Stock. |
|
(76) |
David Culpepper has the power to vote and dispose the shares held by Millsaps
Student Entrepreneurial Fund. |
|
(77) |
Such shares include (i) a warrant to purchase an aggregate of 22,548 shares of
Common Stock, and (ii) 10,048 shares of Common Stock. |
|
(78) |
Such shares included in the Prospectus include 10,048 shares of Common Stock. |
|
(79) |
David Culpepper has the power to vote and dispose the shares held by Miss GPE
Holdings. |
|
(80) |
Such shares include (i) a warrant to purchase an aggregate of 37,680 shares of
Common Stock, and (ii) 37,680 shares of Common Stock. |
|
(81) |
Such shares included in the Prospectus include 37,680 shares of Common Stock. |
|
(82) |
Such shares include (i) a warrant to purchase an aggregate of 37,719 shares of
Common Stock, and (ii) 25,219 shares of Common Stock. |
|
(83) |
Such shares included in the Prospectus include 25,219 shares of Common Stock. |
|
(84) |
Such shares include (i) a warrant to purchase an aggregate of 37,719 shares of
Common Stock, and (ii) 5,019 shares of Common Stock. |
|
(85) |
Such shares included in the Prospectus include 5,019 shares of Common Stock. |
|
(86) |
Such shares include (i) a warrant to purchase an aggregate of 60,058 shares of
Common Stock, and (ii) 10,058 shares of Common Stock. |
|
(87) |
Such shares included in the Prospectus include 10,058 shares of Common Stock. |
|
(88) |
Such shares include (i) a warrant to purchase an aggregate of 60,059 shares of
Common Stock, and (ii) 10,059 shares of Common Stock. |
|
(89) |
Such shares included in the Prospectus include 10,059 shares of Common Stock. |
|
(90) |
Such shares include (i) a warrant to purchase an aggregate of 60,048 shares of
Common Stock, and (ii) 10,048 shares of Common Stock. |
|
(91) |
Such shares included in the Prospectus include 10,048 shares of Common Stock. |
|
(92) |
Such shares include (i) a warrant to purchase an aggregate of 25,021 shares of
Common Stock, and (ii) 25,021 shares of Common Stock. |
|
(93) |
Such shares included in the Prospectus include 25,021 shares of Common Stock. |
|
(94) |
Such shares include (i) a warrant to purchase an aggregate of 50,171 shares of
Common Stock, and (ii) 50,171 shares of Common Stock. |
|
(95) |
Such shares included in the Prospectus include 50,171 shares of Common Stock. |
|
(96) |
Such shares include (i) a warrant to purchase an aggregate of 39,790 shares of
Common Stock, and (ii) 14,790 shares of Common Stock. |
|
(97) |
Such shares included in the Prospectus include 14,790 shares of Common Stock. |
|
(98) |
Such shares include (i) a warrant to purchase an aggregate of 50,205 shares of
Common Stock, and (ii) 50,205 shares of Common Stock. |
|
(99) |
Such shares included in the Prospectus include 50,205 shares of Common Stock. |
|
(100) |
Such shares include (i) a warrant to purchase an aggregate of 42,712 shares of
Common Stock, and (ii) 25,212 shares of Common Stock. |
|
(101) |
Such shares included in the Prospectus include 25,212 shares of Common Stock. |
|
(102) |
Such shares include (i) a warrant to purchase an aggregate of 37,712 shares of
Common Stock, and (ii) 25,212 shares of Common Stock. |
|
(103) |
Such shares included in the Prospectus include 25,212 shares of Common Stock. |
|
(104) |
Such shares include (i) a warrant to purchase an aggregate of 226,233 shares of
Common Stock, and (ii) 151,233 shares of Common Stock. |
|
(105) |
Such shares included in the Prospectus include 151,233 shares of Common Stock. |
|
(106) |
Such shares include (i) a warrant to purchase an aggregate of 35,048 shares of
Common Stock, and (ii) 10,048 shares of Common Stock. |
|
(107) |
Such shares included in the Prospectus include 10,048 shares of Common Stock. |
|
(108) |
Such shares include (i) a warrant to purchase an aggregate of 30,144 shares of
Common Stock, and (ii) 30,144 shares of Common Stock. |
|
(109) |
Such shares included in the Prospectus include 30,144 shares of Common Stock. |
|
(110) |
Such shares include (i) a warrant to purchase an aggregate of 25,219 shares of
Common Stock, and (ii) 25,219 shares of Common Stock. |
|
(111) |
Such shares included in the Prospectus include 25,219 shares of Common Stock. |
|
(112) |
David A. Burns has the power to vote and dispose the shares held by The Burns
Partnership LLC. |
|
(113) |
Such shares include (i) a warrant to purchase an aggregate of 401,808 shares of
Common Stock, and (ii) 401,808 shares of Common Stock. |
|
(114) |
Such shares included in the Prospectus include 401,808 shares of Common Stock. |
|
(115) |
Richard Hanley has the power to vote and dispose the shares held by The Hanley
Family Living Trust. |
|
(116) |
Such shares include (i) a warrant to purchase an aggregate of 212,671 shares of
Common Stock, and (ii) 228,671 shares of Common Stock. |
|
(117) |
Such shares included in the Prospectus include 100,671 shares of Common Stock. |
|
(118) |
Such shares include (i) a warrant to purchase an aggregate of 30,019 shares of
Common Stock, and (ii) 5,019 shares of Common Stock. |
|
(119) |
Such shares included in the Prospectus include 5,019 shares of Common Stock. |
|
(120) |
Barbara K. Burns has the power to vote and dispose the shares held by William
J. Burns Martial Trust V/1 Dated 2/6/2004 Barbara K. Burns Trustee. |
|
(121) |
Such shares include (i) a warrant to purchase an aggregate of 50,226 shares of
Common Stock, and (ii) 50,226 shares of Common Stock. |
|
(122) |
Such shares included in the Prospectus include 50,226 shares of Common Stock. |
|
(123) |
Terry Yormark, Sr. has the power to vote and dispose the shares held by Yormark
Limited Partnership. |
|
(124) |
Such shares include (i) a warrant to purchase an aggregate of 25,096 shares of
Common Stock, and (ii) 25,096 shares of Common Stock. |
|
(125) |
Such shares included in the Prospectus include 25,096 shares of Common Stock. |
|
(126) |
Such shares include (i) a warrant to purchase an aggregate of 50,192 shares of
Common Stock, and (ii) 50,192 shares of Common Stock. |
|
(127) |
Such shares included in the Prospectus include 50,192 shares of Common Stock. |
|
(128) |
Such shares include (i) a warrant to purchase an aggregate of 30,144 shares of
Common Stock, and (ii) 30,144 shares of Common Stock. |
|
(129) |
Such shares included in the Prospectus include 30,144 shares of Common Stock. |
|
(130) |
Michael Fogleman has the power to vote and dispose the shares held by J.A.M.B.
of Louisiana LLC. |
|
(131) |
Such shares include (i) a warrant to purchase an aggregate of 173,000 shares of
Common Stock, and (ii) 173,000 shares of Common Stock. |
|
(132) |
Such shares included in the Prospectus include (i) 110,000 shares of Common Stock
issuable upon exercise of the warrant held by such Selling Shareholder, and (ii) 110,000 shares of Common Stock. |
PLAN OF DISTRIBUTION
Each Selling Stockholder and any of its
pledgees, assignees and successors-in-interest may, from time to time, sell any or all of its shares of Common Stock on the Over-the-Counter
Bulletin Board, OTCQB or any other stock exchange, market or trading facility on which our shares are traded or in private transactions.
Until such time as our Common Stock is actively traded on the OTC Bulletin Board, OTCQB or any other stock exchange, the
Selling Shareholders may only sell their Common Stock at a fixed price of $2.50 per share. Thereafter, the shares may be sold
in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined
at the time of sale, or at negotiated prices.
A Selling Stockholder may use any one or
more of the following methods when selling shares:
● |
ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; |
|
|
● |
block trades in which the broker-dealer will attempt to sell the shares as agent but may position
and resell a portion of the block as principal to facilitate the transaction; |
|
|
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purchases by a broker-dealer as principal and resale by the broker-dealer for its account; |
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an exchange distribution in accordance with the rules of the applicable exchange; |
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privately negotiated transactions; |
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settlement of short sales entered into after the effective date of the registration statement
of which this Prospectus is a part; |
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broker-dealers may agree with the selling stockholders to sell a specified number of such
shares at a stipulated price per share; |
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through the writing or settlement of options or other hedging transactions, whether through
an options exchange or otherwise; |
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a combination of any such methods of sale; or |
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any other method permitted pursuant to applicable law. |
The selling stockholders may also sell shares
under Rule 144 under the Securities Act of 1933, as amended, if available, rather than under this Prospectus.
A selling stockholder or its pledgees, donees,
transferees or other successors in interest, may also sell the shares directly to market makers acting as principals and/or broker-dealers
acting as agents for themselves or their customers. Such broker-dealers may receive compensation in the form of discounts, concessions
or commissions from the selling stockholder and/or the purchasers of shares for whom such broker-dealers may act as agents or
to whom they sell as principal or both, which compensation as to a particular broker-dealer might be in excess of customary commissions.
Market makers and block purchasers purchasing the shares will do so for their own account and at their own risk. It is possible
that a selling stockholder will attempt to sell shares of Common Stock in block transactions to market makers or other purchasers
at a price per share which may be below the then market price. A selling stockholder cannot assure that all or any of the shares
offered in this Prospectus will be issued to, or sold by, the selling stockholder.
We are required to pay all fees and expenses
incident to the registration of the shares, including fees and disbursements of counsel to the selling stockholder, but excluding
brokerage commissions or underwriter discounts.
The selling stockholders, alternatively, may
sell all or any part of the shares offered in this Prospectus through an underwriter. No selling stockholder has entered into
any agreement with a prospective underwriter and there is no assurance that any such agreement will be entered into.
A selling stockholder may pledge its shares
to their brokers under the margin provisions of customer agreements. If a selling stockholder defaults on a margin loan, the broker
may, from time to time, offer and sell the pledged shares. The selling stockholder and any other persons participating in the
sale or distribution of the shares will be subject to applicable provisions of the Securities Exchange Act of 1934, as amended,
and the rules and regulations under such act, including, without limitation, Regulation M. These provisions may restrict certain
activities of, and limit the timing of purchases and sales of any of the shares by, the selling stockholder or any other such
person. In the event that the selling stockholder is deemed affiliated with purchasers or distribution participants within the
meaning of Regulation M, then the selling stockholder will not be permitted to engage in short sales of Common Stock. Furthermore,
under Regulation M, persons engaged in a distribution of securities are prohibited from simultaneously engaging in market making
and certain other activities with respect to such securities for a specified period of time prior to the commencement of such
distributions, subject to specified exceptions or exemptions. In regards to short sells, the selling stockholder is contractually
restricted from engaging in short sells. In addition, if such short sale is deemed to be a stabilizing activity, then the selling
stockholder will not be permitted to engage in a short sale of our Common Stock. All of these limitations may affect the marketability
of the shares.
If the selling stockholder notifies us that
it has a material arrangement with a broker-dealer for the resale of the Common Stock, then we would be required to amend the
registration statement of which this Prospectus is a part, and file a Prospectus supplement to describe the agreements between
the selling stockholder and the broker-dealer.
SHARES ELIGIBLE FOR
FUTURE SALE
There is a limited public trading market for
our Common Stock. We cannot predict the effect, if any, that market sales of shares of our Common Stock or the availability of
shares of our Common Stock for sale will have on the market price of our Common Stock prevailing from time to time. Sales of substantial
amounts of our Common Stock, including shares issued upon exercise of our outstanding warrants, in the public market after this
offering, could adversely affect market prices prevailing from time to time and could impair our ability to raise capital through
the sale of our equity securities.
All of the shares distributed pursuant to
the Resale Prospectus (namely the Resale Shares) will be freely tradable, except that any shares acquired by our affiliates, as
that term is defined in Rule 144 under the Securities Act, may only be sold in compliance with the limitations described below.
The 36,345,079 shares of our outstanding Common Stock that are not registered and covered by this Prospectus will be deemed restricted
securities as defined under Rule 144. Sale limitations under Rule 144 for affiliates include the requirement for current public
information about the Company; selling the shares pursuant to broker transactions; and limitations on the number of shares sold
within a three-month period. Restricted shares may be sold in the public market only if registered or if they qualify for an exemption
from registration promulgated under the Securities Act. Subject to the provisions of Rule 144, all of the outstanding shares of
Common Stock that are currently restricted will be available for sale in the public market after September 30, 2014 under Rule
144.
In general, under Rule 144 as currently in
effect, a person, or group of persons whose shares are required to be aggregated, who is deemed to have been an affiliate at any
time during the three months preceding a sale, who has beneficially owned shares that are restricted securities as defined in
Rule 144 for at least six months is entitled to sell, within any three-month period commencing 90 days after the date of this
Prospectus, a number of shares that does not exceed 1% of the then outstanding shares of our Common Stock.
In addition, a person who is not deemed to
have been one of our affiliates at any time during the 90 days preceding a sale and who has beneficially owned shares of our Common
Stock for at least six months, including the holding period of any prior owner, except if the prior owner was one of our affiliates,
would be entitled to sell all of their shares, provided the availability of current public information about our company. To the
extent that shares were acquired from one of our affiliates, a person's holding period for the purpose of effecting a sale under
Rule 144 would commence on the date the shares were acquired from the affiliate.
After the date of this Prospectus, an aggregate
of 3,295,599 shares of Common Stock will have been registered under the Resale Prospectus and will be freely distributable and
tradable by the Selling Shareholders listed in the Resale Prospectus. We will not receive any proceeds in connection with the
sales, if any, of the Resale Shares.
DESCRIPTION OF SECURITIES
TO BE REGISTERED
This Prospectus includes 3,295,599 shares
of our Common Stock offered by the Selling Shareholders. The following description of our Common Stock is only a summary. You
should also refer to our articles of incorporation and bylaws, each as amended, which have been filed as exhibits to the registration
statement of which this Prospectus forms a part.
Our authorized capital stock consists of:
(i) 500,000,000 shares of Common Stock, par value $0.0001 per share, of which there were 44,282,278 shares issued and outstanding
as of the date of this Prospectus; and (ii) 100,000,000 shares of preferred stock, par value $0.0001 per share (“Preferred
Stock”), of which no share is issued and outstanding.
Common Stock
Holders of our Common Stock are entitled to
one vote for each share held on all matters submitted to a vote of our stockholders. Holders of our Common Stock are entitled
to receive dividends ratably, if any, as may be declared by the Board of Directors out of legally available funds, subject to
any preferential dividend rights of any outstanding preferred stock (there are none currently). Upon our liquidation, dissolution
or winding up, the holders of our Common Stock are entitled to receive ratably our net assets available after the payment of all
debts and other liabilities and subject to the prior rights of any outstanding preferred stock.
Holders of our Common Stock have no preemptive,
subscription, redemption or conversion rights. The outstanding shares of Common Stock are fully paid and non-assessable. The rights,
preferences and privileges of holders of our Common Stock are subject to, and may be adversely affected by, the rights of holders
of shares of any series of preferred stock which we may designate and issue in the future without further shareholder approval.
On November 25, 2013, Company amended its
Articles of Incorporation to (i) increase the aggregate number of shares which the Company shall have authority to issue to 600,000,000
shares, consisting of 500,000,000 shares of Common Stock and 100,000,000 shares of Preferred Stock; (ii) to effectuated a 1.2-for-1
forward split of its Common Stock, without changing the par value of the Common Stock.
As of the date of this Prospectus, there
were 44,282,278 shares of Common Stock issued and outstanding.
VStock Transfer, LLC at 18 Lafayette Place,
Woodmere, New York 11598 is the registrar and transfer agent for our Common Stock. Their telephone number is (212) 828-8436.
Preferred Stock
The Company currently does not have any Preferred
Stock issued or outstanding. The Company’s Board of Directors is authorized by its Articles of Incorporation to issue Preferred
Stock from time to time in one or more series with such designations, preferences and relative participating, optional or other
special rights and qualifications, limitations or restrictions, thereof, as shall be stated in the resolutions adopted by the
Company’s Board of Directors providing for the issuance of the Preferred Stock.
Warrants
As of the date of this Prospectus, there
were warrants to purchase a total of 21,063,983 shares of our Common Stock issued and outstanding. Each Warrant shall be exercisable
at any time and from time to time as provided in the Warrant. The exercise prices of the outstanding warrant range from $2.50
to $17.50 per share.
Call Right. The
Company has the right to call the exercise of all or any remaining portion of certain Warrants, if (i) the Volume Weighted Average
Price (“VWAP”) of the Common Stock is no less than $5.00 per share during any ten (10) consecutive trading days, (ii)
the average trading volume of the Company’s Common Stock during any ten (10) consecutive trading days is at least $100,000
per day, and (iii) all shares of Common Stock for which such Warrant is exercisable are registered for resale by the holder of
such Warrant (the “Call Conditions”).
Adjustment for
Stock Splits, Stock Dividends, Recapitalizations, Etc. The exercise price of the Warrants and the number of
shares of Common Stock issuable on exercise of the Warrants will be appropriately adjusted to reflect any stock dividend, stock
split, stock distribution, combination of shares, reverse split, reclassification, recapitalization or other similar event affecting
the number of outstanding shares.
Adjustment for
Reorganization, Consolidation, Merger, Etc. If the Company merges or consolidates with or into any other person,
or are a party to any other corporate reorganization, and the Company is not the continuing or surviving entity, then,
in each case, the holder of the Warrant (on exercise at any time after the consummation of such transaction) will be entitled
to receive the stock and other securities and property (including cash) which the holder would have been entitled to receive if
the holder had exercised the Warrant immediately prior to the effectiveness of the transaction.
Piggy-back Registration
Rights. The Company granted piggy-back registration rights to holders of the Warrants, where the Company will
be obligated to include in a registration statement the shares of Common Stock which are issuable upon exercise of the Warrants,
where the Company prepares to file with the Securities and Exchange Commission (the “Commission”) relating to an offering
for the Company’s own account or the account of others under the Securities Act, other than an underwritten offering or
on Form S-4 or Form S-8.
Options
As of the date of this Prospectus, there were
options to purchase a total of 93,000 shares of our Common Stock issued and outstanding. The exercise prices of the outstanding
option range from $10.00 to $15.00 per share.
MARKET FOR COMMON EQUITY
AND RELATED STOCKHOLDER MATTERS
While there is limited public trading market
for our Common Stock, our Common Stock is currently quoted on the OTC Market Group Inc.’s OTCQB, under the symbol “OPVS.”
Our trading symbol was changed from “UTCH” to “OPVS” on December 26, 2013 following the change of the
Company’s corporate name.
The market price of our Common Stock is subject
to significant fluctuations in response to variations in our quarterly operating results, general trends in the market and other
factors, over many of which we have little or no control. In addition, broad market fluctuations, as well as general economic,
business and political conditions, may adversely affect the market for our Common Stock, regardless of our actual or projected
performance.
Currently, there has been no active trading
of the Company’s Common Stock. The first and only trade of the Company’s Common Stock was on October 29, 2013 at $.0167
per share. The current bid Price is $1.01 as of the date of this Prospectus.
Holders
As of the date of this Current Report,
there were 44,282,278 shares of our Common Stock, par value, $.0001 issued and outstanding and there were 159 shareholders of
record of our Common Stock.
Transfer Agent and Registrar
VStock Transfer, LLC at 18 Lafayette Place,
Woodmere, New York 11598 is the registrar and transfer agent for our Common Stock. Their telephone number is (212) 828-8436.
Penny Stock Regulations
The Commission has adopted regulations which
generally define “penny stock” to be an equity security that has a market price of less than $5.00 per share. Our
Common Stock, when and if a trading market develops, may fall within the definition of penny stock and be subject to rules that
impose additional sales practice requirements on broker-dealers who sell such securities to persons other than established customers
and accredited investors (generally those with assets in excess of $1,000,000, or annual incomes exceeding $200,000 individually,
or $300,000, together with their spouse).
For transactions covered by these rules, the
broker-dealer must make a special suitability determination for the purchase of such securities and have received the purchaser’s
prior written consent to the transaction. Additionally, for any transaction, other than exempt transactions, involving a penny
stock, the rules require the delivery, prior to the transaction, of a risk disclosure document mandated by the Securities and
Exchange Commission relating to the penny stock market. The broker-dealer also must disclose the commissions payable to both the
broker-dealer and the registered representative, current quotations for the securities and, if the broker-dealer is the sole market-maker,
the broker-dealer must disclose this fact and the broker-dealer’s presumed control over the market. Finally, monthly statements
must be sent disclosing recent price information for the penny stock held in the account and information on the limited market
in penny stocks. Consequently, the “penny stock” rules may restrict the ability of broker-dealers to sell our Common
Stock and may affect the ability of investors to sell their Common Stock in the secondary market.
Dividend Policy
We have not paid any cash dividends to our
shareholders. Any future determination as to the declaration and payment of dividends on shares of our Common Stock will be made
at the discretion of our board of directors out of funds legally available for such purpose. We are under no contractual obligations
or restrictions to declare or pay dividends on our shares of Common Stock.
Securities authorized for issuance under
equity compensation plans
On September 24, 2013 the directors of the
Company unanimously approved the 2013 Equity Incentive Plan (the “Plan”) under which the Company has reserved a number
of shares of its Common Stock equal to 10% of the Company’s fully diluted Common Stock for awards under the Plan of any
stock option, stock appreciation right, restricted stock, performance share, or other stock-based award or performance-based cash
awards under the Plan.
Purchases of Equity Securities by the Registrant
and Affiliated Purchasers
We have not repurchased any shares of our
common stock.
DESCRIPTION OF BUSINESS
General
GPEC was founded and incorporated in February
1994 and is engaged in the invention, development, commercialization, and licensing of advanced thin film solar technologies and
intellectual property. Since then, our sponsored research programs at Princeton University, University of Southern California
(“USC”) and the University of Michigan (“Michigan”) have resulted in more than 740 issued or pending patents
worldwide covering materials, architectures, and fabrication processes for organic and inorganic flexible, thin-film photovoltaic
technologies. The technology is targeted at, but not limited to, certain broad applications, including (a) mobile electronic device
power, (b) electric vehicle charging or “power paint,” (c) semi-transparent solar power generating windows or glazing
and (d) traditional off-grid and grid-connected solar power generation. Laboratory feasibility prototypes have been developed
that successfully demonstrate key building block principles for these technology application areas.
Research and License Agreements
On October 22, 1993, American Biomimetics
Corporation (“ABC”) entered into a Sponsored Research Agreement and License Agreement with Princeton University for
work being done in the laboratory of Dr. Mark E. Thompson. In August 1995, this original sponsored research agreement
with Princeton University was assigned to USC when Dr. Thompson accepted a position at USC. In August of 1996, ABC
assigned to GPEC its rights to various research inventions under the foregoing agreements. On May 1, 1998, GPEC, Princeton
University and USC entered into a new Sponsored Research Agreement (“1998 Sponsored Research Agreement”), which continued
without interruption the research of Dr. Thompson (at USC) and added to it the research being done by Dr. Stephen R. Forrest (at
Princeton University). At the same time, the parties entered into a License Agreement (the “1998 License Agreement”)
which they considered an amendment of the earlier license agreement. This 1998 Sponsored Research Agreement formed
the basis for future renewals of this agreement in 2004, 2006 and 2009 (together with such amendments, extensions and renewals
referred to as the “Research Agreement”). From May 1, 2009 through June 30, 2013 GPEC paid and expensed $3,233,341
under the Research Agreement.
In 2006, the Company’s remaining principal
researcher at Princeton University, Dr. Stephen R. Forrest, accepted a tenured position at the University of Michigan and became
its Vice President of Research. The University of Southern California Research Agreement, dated January 1, 2006 as later amended
in 2009 (the “2009 Research Agreement”) is the renewal of the 1998 Sponsored Research Agreement and it retained the
Company’s relationship with Dr. Thompson and his team, and established USC as the lead researcher and Michigan as the subcontractor. In
addition, the 1998 License Agreement was also amended in 2006 (the “License Agreement 2006 Amendment”) to include
University of Michigan, where Dr. Forrest has been conducting research for GPEC.
On December 20, 2013, the Company entered
into a Research Agreement with USC (“2013 Research Agreement”) to amend and replace the 2009 Research Agreement to
continue the sponsored research at USC and Michigan from February 1, 2014 through January 31, 2021. On the same day, they
have also entered into a Third Amendment to the License Agreement which renews and extends the License Agreement by and between
USC, Michigan, Princeton and GPEC (“Third Amendment to License Agreement”). GPEC assigned to the Company and the Company
assumed all the rights and obligations under both the 2013 Research Agreement and the Third Amendment to License Agreement.
Currently, research and development of our
flexible, thin-film organic photovoltaic (“OPV”) and inorganic Gallium Arsenide (“GaAs”) technologies
is being conducted at USC and the University of Michigan under the seven year 2013 Research Agreement dated December 20, 2013.
Under the 2013 Research Agreement, the Company is required to make a deposit of $550,000 (the “Deposit”) before the
commencement of any research thereunder. This deposit is to be used by USC to pay for research costs and expenses as
it incurs, including payments to Michigan, during any billing quarter. When the Company pays the related quarterly billing, the
funds go to replenish the Deposit back to the full amount of $550,000, which is to continue until the end of the 2013 Research
Agreement. Pursuant to the predecessor of the 2013 Research Agreement, the Sponsored Research Agreement dated May 1, 2009, we
agreed to pay USC up to $6,338,341 for work to be performed. From May 1, 2009 through December 31, 2012 GPEC paid and expensed
$2,689,570 under this agreement. During the years ended December 31, 2010, December 31, 2011 and December 31, 2012,
GPEC incurred research and development costs of $463,211, $887,097 and $998,127, respectively, and patent application expenses
and prosecution fees of $1,352,072, $1,587,642 and $1,345,743, respectively.
Under the currently effective License Agreement,
as amended, with USC, Princeton and the University of Michigan, wherein NanoFlex 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 GPEC. In addition, the Company is required to pay to USC 5% of net sales
of licensed products or licensed processes used, leased or sold by GPEC, 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. The Third Amendment to License Agreement 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.
The Company has an exclusive worldwide license
and rights to sublicense any and all intellectual property conceived or developed under its sponsorship at USC, Princeton University
and the University of Michigan. There is currently no ongoing research activity at Princeton University related to
the Company, although the Company maintains licensing rights to technology previously developed there.
Founding Researchers
Dr. Stephen R. Forrest (University of Michigan)
Professor Stephen R. Forrest has been working
with GPEC since 1998 under the Company's Sponsored Research Program with Princeton University, USC, and Michigan. Professor Forrest
is one of the Company's Founding Research Scientists; his focus is on organic and GaAs photovoltaics. In 2006, he rejoined
the University of Michigan as Vice President for Research, and as the William Gould Dow Collegiate Professor in Electrical Engineering,
Materials Science and Engineering, and Physics. A Fellow of the APS, IEEE and OSA and a member of the National Academy
of Engineering, he received the IEEE/LEOS Distinguished Lecturer Award in 1996-97, and in 1998 he was co-recipient of the IPO
National Distinguished Inventor Award as well as the Thomas Alva Edison Award for innovations in organic LEDs. In 1999,
Professor Forrest received the MRS Medal for work on organic thin films. In 2001, he was awarded the IEEE/LEOS William Streifer
Scientific Achievement Award for advances made on photodetectors for optical communications systems. In 2006 he received
the Jan Rajchman Prize from the Society for Information Display for invention of phosphorescent OLEDs, and is the recipient of
the 2007 IEEE Daniel Nobel Award for innovations in OLEDs. Professor Forrest has been honored by Princeton University
establishing the Stephen R. Forrest Faculty Chair in Electrical Engineering in 2012. Professor Forrest has authored
525 papers in refereed journals, and has 247 patents. He is co-founder or founding participant in several companies and is on
the Board of Directors of Applied Materials and PD-LD, Inc. He has also served from 2009-2012 as Chairman of the Board
of Ann Arbor SPARK, the regional economic development organization, and serves on the Board of Governors of the Technion –
Israel Institute of Technology, as well as the Vanderbilt University School of Engineering Board of Visitors. From 1979 to 1985,
Professor Forrest worked at Bell Labs investigating photodetectors for optical communications. In 1992, Professor Forrest
became the James S. McDonnell Distinguished University Professor of Electrical Engineering at Princeton University. He
served as director of the National Center for Integrated Photonic Technology, and as Director of Princeton's Center for Photonics
and Optoelectronic Materials (POEM). From 1997-2001, he served as the Chair of the Princeton’s Electrical Engineering Department. He
was appointed the CSM Visiting Professor of Electrical Engineering at the National University of Singapore from 2004-2009. In
2011, Professor Forrest was named number 13 of the top 100 most influential material scientists in the world by Thomson-Reuters,
based largely on his work with organic electronics. Professor Forrest is a graduate of the University of Michigan (MSc Physics,
1974 and PhD Physics, 1979) and the University of California at Berkeley (B.A. Physics, 1972).
Dr. Mark E. Thompson (University of
Southern California)
Professor Mark E. Thompson has been working
with GPEC since 1994 under the Company's Sponsored Research Program with Princeton University, USC and Michigan. Professor Thompson
is a professor of Chemistry at USC. Professor Thompson, in conjunction with Professor Stephen R. Forrest, was instrumental in
the discovery of phosphorescent materials central to the highly efficient OLED technology marketed by Universal Display Corporation
(NASDAQ: OLED). In 2013, Professor Thompson was named a Fellow of the American Association for the Advancement of Science. In
2012, Professor Thompson received the prestigious Alexander von Humboldt Research Award. In 2011, Professor Thompson
was named number 12 of the top 100 most influential chemists in the world by Thomson-Reuters, based largely on his work with organic
electronics. In 2007, Professor Thompson was awarded USC’s Associate’s Award for Excellence in Research
(given to one faculty member per year). In 2006, he was awarded the MRS Medal by the Materials Research Society, and in the same
year, Professors Forrest and Thompson were the co-recipients of the Jan Rajchman Prize from the Society for Information Display. Both
the MRS medal and the Rajchman Prize were based on the invention of phosphorescent OLEDs. In 1998, Professor Thompson was co-recipient
of The Intellectual Property Owners Association National Distinguished Inventor Award as well as the Thomas Alva Edison Award
for innovations in organic LEDs. Professor Thompson joined The University of Southern California in 1995, and from 2005 through
2008, he served as the Department of Chemistry Chairman at USC. From 1987 to 1995, Professor Thompson worked at Princeton University.
From 1985 to 1987, Professor Thompson worked at Oxford University and was an S.E.R.C. Research Fellow. From 1983 to 1985, Professor
Thompson worked at E.I. duPont de Nemours & Company as a Visiting Scientist. Professor Thompson has authored over 200 papers
in refereed journals, and has 75 patents. Professor Thompson is a graduate of the California Institute of Technology (Ph.D. Inorganic
Chemistry, 1985) and the University of California Berkley (B.S. Chemistry with honors, 1980).
Summary Business Description
NanoFlex is engaged in the invention, development,
commercialization, and licensing of advanced photovoltaic technologies and intellectual property. We believe its proprietary technologies
can fundamentally change the traditional paradigm of solar energy conversion – from applications defined by the conventional
constraints of fixed, heavy, rigid and expensive to applications that are highly mobile, lightweight, flexible and inexpensive.
Since its inception, NanoFlex, through its wholly owned subsidiary GPEC, has invested more than $52 million in capital for operations
and development activities. NanoFlex’s sponsored research activities have generated a patent portfolio of more
than 740 issued or pending patents worldwide to which the Company has exclusive commercial rights. The patents cover architecture,
processes and materials for flexible, thin-film OPV technologies and inorganic GaAs technologies. As of June 1, 2014, there were
62 issued patents, 40 pending non-provisional applications and 20 pending provisional applications in the U.S. In addition,
in countries and regions outside the U.S, including but not limited to Australia, Canada, China, European Patent Convention, Hong
Kong, India, Japan, Korea and Taiwan, there were a total of 209 issued patents, 398 pending patent applications and 15 pending
PCT applications. The duration of all the issued U.S. and foreign patents is 20 years from their respective first effective filing
dates. Currently, the Company is preparing to enter the applied research and pre-commercialization stage for both of these technology
platforms with the near-term goal of establishing a technology development center in Ann Arbor, Michigan, that will enable:
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The development and commercialization of advanced organic and inorganic thin film
solar cell technologies, including proprietary materials, architectures, and fabrication processes, that have the potential
to transform the industry. |
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NanoFlex to enter partnerships with manufacturers. |
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NanoFlex to generate early revenue from government grants in an accelerated two-year program. |
NanoFlex is currently at development stage
and has not licensed any of its technologies. NanoFlex has incurred losses and has no revenue to date. NanoFlex’s auditors’
opinion stated that there is substantial doubt about the Company’s ability to continue as a going concern.
Philosophy and Approach
Today, the solar industry is at an inflection
point, entering a stage where solar is equal to or cheaper than traditional energy sources, according to Deutsche Bank research. Deutsche
Bank anticipates that the number of markets where solar is at grid parity will double over the next three to five years (RenewableEnergyWorld.com,
“Analyst: Grid-Parity Era Now Underway for Global Solar Markets,” August 6, 2013). GreenTech Media projects
that as the levelized cost of solar power continues to decline, residential and commercial solar could reach price parity with
grid power without government incentives and provide 9% of total U.S. electricity by 2022 (GreenTech Media, “Mapping Solar
Grid Parity in the US,” January 25, 2013).
We believe the value proposition for solar
will become much more attractive as new technologies remove the traditional constraints of silicon-based solar solutions, which
currently dominate the industry.
NanoFlex is focusing on two parallel technology
efforts: (a) its inorganic GaAs manufacturing technologies aim to provide solar cell manufacturers with the capability of producing
GaAs solar cells with ultra-high efficiencies at a cost per watt well below grid parity of $1 per watt; and (b) through its portfolio
of OPV thin film solar technologies, it is committed to further developing and delivering highly efficient, low-cost solar energy
solutions via a host of new applications to worldwide markets. These include extending and/or replacing batteries for mobile devices,
solar paint for electric cars to extend battery life, building integrated photovoltaic (“BIPV”) products that include
glass, roofing materials and siding, off-grid applications, and solar textiles that generate power. NanoFlex further believes
that its technologies could eventually be able to provide utility-scale power, augmenting and/or replacing fossil fuels.
NanoFlex is not, and does not plan to be,
a direct manufacturer of its technologies. Rather, it plans to license or sublicense its intellectual property to industry partners
and customers. This business model is oriented around licensing and sublicensing processes and technologies to large, well-positioned
commercial partners who can provide manufacturing and marketing capabilities to enable rapid commercial growth. This model is
also intended to quickly establish NanoFlex as an important player in the solar industry with rapid, high-margin revenue growth.
Potential partners include current manufacturers of solar technology and manufacturers of semiconductors or electronics that recognize
NanoFlex’s solar technologies as a significant emerging opportunity.
In addition, NanoFlex believes that there
are several avenues for early revenue generation that become possible with the establishment of its technology development center
in Ann Arbor, Michigan, utilizing cost-effective leased facilities near the University of Michigan. First among these avenues
is government funding. The National Aeronautic and Space Administration (“NASA”), the Department of Defense, and the
Department of Energy all have interests in businesses that can deliver ultra-lightweight, high-efficiency technologies for space,
mobile warfighter, and grid-deployment applications. NanoFlex believes that its technology development center can make NanoFlex
highly competitive for both GaAs and organic solar cell grants.
NanoFlex also anticipates that advancements
at the technology development center can attract other industry players to acquire early licenses to use NanoFlex intellectual
property. Finally, new licenses and agreements will be made possible by ongoing technology development, especially that related
to perfecting and broadening of NanoFlex’s intellectual property in high-efficiency, lightweight organic solar cells. The
principal function of the facility will be to demonstrate NanoFlex’s ability to prototype its inorganic and organic solar
cells utilizing its proprietary technologies.
Technologies
Although NanoFlex has two complementary technology
platforms, their development is synergistic and we believe that progress within each platform leads to success in the other.
The first technology is our inorganic platform
that is based on the inorganic GaAs semiconductor, which is currently in an advanced development stage. GaAs is the
mainstay of many ultra-high performance electronic technologies used in cellular telephones and military applications. While
the very highest single-junction and multi-junction solar cell efficiencies (approximately 29% and 44%, respectively, according
to the National Renewable Energy Laboratory, “Best Research Cell Efficiencies”, www.nrel.gov/ncpv) are based on GaAs,
they remain prohibitively expensive for mass markets and hence are only considered for specialty applications where performance
and weight requirements outweigh cost considerations, such as space-borne applications. Broader market acceptance of
GaAs-based solar technologies requires enormous cost reductions before widespread applications are realized. NanoFlex’s
patented technology has the potential to enable these cost reductions.
|
|
The primary cost in fabricating GaAs solar cells is the very
high cost of the substrates on which the thin active region (called the epitaxial layers) is grown. These substrates,
or “wafers,” cost approximately $20,000 per square meter. During the fabrication process that is currently
in use, these expensive wafers are destroyed. For decades people have sought methods to eliminate the destruction
or use of the wafer, using only the ultrathin solar cell active region. NanoFlex has developed a process for removing
the active solar cell layer (approximately 2 micrometers thick, or around 1% of the thickness of a human hair) from the parent
wafer on which it is grown in a completely non-destructive manner, thereby allowing for the re-use of the wafer an indefinite
number of times without loss of performance on each growth and removal cycle. This process, called non-destructive
epitaxial lift-off (“ND-ELO TM ”), revolutionizes the cost structure
of GaAs solar cell technology, converting the prohibitively expensive wafer cost from a recurring materials cost into a capital
expenditure that is depreciated along with other equipment in the manufacturing facility. Furthermore, as part
of the process, the ultrathin semiconductor is bonded to a flexible and thin secondary substrate such as plastic or metal
foil using our adhesive-free, lightweight, ultra-strong and flexile process called cold-weld bonding. (See the
solar cell production cycle shown in the figure on the left). |
The processes of ND-ELO™ and cold-weld
bonding result in ultra-high efficiency solar cells—NanoFlex has achieved 23% in its researcher’s laboratories, and
we believe that 29% is achievable. Moreover, the processes can be applied to multi-junction cells with efficiencies of 42% or
even higher if integrated with other electronic and optical device technologies. NanoFlex believes that its relatively simple
processes can lead to dramatic improvements in the cost structure of solar energy conversion. The market for manufacturers which
utilize GaAs technology is currently limited, but NanoFlex believes that it will expand as its Epitaxial Protection Layers (“EPL”),
ND-ELO™, and Cold Weld processes allow cost reductions for manufacturers in their cost per watt that will permit these manufacturers
to expand into areas and uses that were traditionally cost prohibitive. With the combination of GaAs’s high conversion efficiencies
and the production cost reductions associated with utilizing our proprietary EPL, ND-ELO™, and Cold Weld processes, the
costs of GaAs solar cells can approach cost-per-watt metrics associated with silicon-based solar cells. Moreover, GaAs cells provide
functional and aesthetic advantages since they can be placed on flexible plastic, paper and other items that the current manufacturers
using their technology are unable to incorporate today, as they are limited to rigid materials.
NanoFlex’s second, synergistic technology
platform is based on flexible, thin-film OPV technologies that NanoFlex has researched and developed over the last two decades. Like
NanoFlex’s GaAs technology, OPVs are extremely lightweight and, when deposited on flexible substrates, can be bent around
small-radius cylinders for deployment in any number of applications, including in the generation of commodity power. These
thin film technologies will allow power to be generated at the device level. A particular advantage of OPV technologies
is the low cost of the materials used for the solar energy generating layers. Furthermore, the growth of the thin film
layers can be accomplished directly onto the plastic or metal foils and therefore is no need for energy-intensive and expensive
epitaxial growth required by inorganic semiconductors such as silicon or GaAs. Rather, there is the opportunity to “print”
organic solar cells onto continuous rolls of plastic in an ultra-high-speed manufacturing process. The potential for
printed electronics - making solar cells “by the kilometer” rather than on one substrate at a time - makes OPV a potentially
revolutionary step in the widespread acceptance and deployment of solar energy. Since the organic films are lightweight and extremely
thin (in this case the entire structure is only 0.1% the thickness of a human hair), they can be made semitransparent and adjusted
to any desirable color. As a result, there are significant opportunities to achieve heretofore unrealizable applications
such as car paint that allows vehicle coating to act as a source of power for an electric car; windows that can be coated with
a clear semi-transparent film that captures photons from the sun to provide power for inside of the building, and fabric that
can be made coated in order to make clothes, tents, flags, or lightweight roll-out power mats. One added advantage
of OPVs over traditional semiconductor technologies is the very low energy intensity of their production.
NanoFlex’s approach has been to advance
all dimensions of OPV technology, including the development of new materials (some of which are now being sold in small quantities
by materials suppliers), new high efficiency device architectures, and ultra-high-speed, low-energy-cost production processes
such as organic vapor phase deposition developed in NanoFlex’s researcher’s laboratories, and solar cell modulization.
An example of an organic solar cell module is shown in the below photograph of an array of 24 OPVs on glass substrate.
In summary, NanoFlex is pursuing two solar
cell technologies that break completely from traditional approaches in both cost and profile, allowing it to address established
application spaces of commodity and spot energy generation, while opening up new opportunities that allow for migration of solar
power generation into entirely new applications where flexible, lightweight form factors and low costs are demanded. NanoFlex
holds extensive foundational intellectual property in both technologies with more than 740 issued or pending patents worldwide.
Intellectual Property
As a result of its sponsored research programs,
NanoFlex currently holds the exclusive commercialization rights to more than 740 issued or pending patents worldwide which cover
architecture, processes and materials for OPV and GaAs technologies. As of June 1, 2014, US issuances and applications were as
follows--62 issued patents, 40 pending non-provisional applications and 20 pending provisional applications. For regions outside
of the US--209 issued patents, 398 pending patent applications and 15 pending PCT applications, which are further broken down
per the following table.
Country | |
Issued | | |
Pending | |
Argentina | |
| 1 | | |
| 0 | |
Australia | |
| 24 | | |
| 31 | |
Canada | |
| 2 | | |
| 45 | |
China | |
| 39 | | |
| 30 | |
Germany | |
| 17 | | |
| - | |
EPC | |
| 17 | | |
| 59 | |
Spain | |
| 7 | | |
| - | |
France | |
| 5 | | |
| - | |
Great Britain | |
| 15 | | |
| - | |
Hong Kong | |
| 24 | | |
| 28 | |
India | |
| 6 | | |
| 54 | |
Israel | |
| 0 | | |
| 1 | |
Japan | |
| 16 | | |
| 54 | |
Korea | |
| 10 | | |
| 46 | |
Mexico | |
| 3 | | |
| 0 | |
Taiwan | |
| 23 | | |
| 50 | |
Patent Cooperation Treaty | |
| 0 | | |
| 15 | |
United States (provisional) | |
| 0 | | |
| 20 | |
United States (non-provisional) | |
| 62 | | |
| 40 | |
Total | |
| 271 | | |
| 473 | |
The patent applications being filed as a result
of NanoFlex’s sponsored research programs are part of a dynamic, comprehensive development strategy to protect NanoFlex’s
commercialization rights. Following this developmental strategy, current work builds off of earlier work, with new discoveries
continually developed and protected. As a result, the IP portfolio continues to expand as later-filed applications capture
the newly-developed innovations.
Patent lifetimes run twenty years from a patent
application’s effective filing date, not from when the patent was granted. There is a huge backlog in patent offices
around the world, and as a result the processing time from application filing to the grant of the patent generally takes 3-5 years,
and sometimes longer. In the following table, both the low number of entries related to the patents with 15-20 years of
remaining life and the much higher number of entries related to the patents with 10-15 years of remaining life reflect the lengthy
processing time currently needed to obtain a patent. Simply put, waiting 3-5 years after filing to obtain a patent is a
rather common occurrence.
For U.S. Patents:
13/61 of issued patents have 0-5 years remaining;
12/62 of issued patents have 5-10 years remaining;
31/62 of issued patents have 10-15 years remaining; and
6/62 of issued patents have 15-20 years remaining.
For Foreign Patents:
21/209 of issued patents have 0-5 years remaining;
27/209 of issued patents have 5-10 years remaining;
116/209 of issued patents have 10-15 years remaining; and
45/209 of issued patents have 15-20 years remaining.
In addition, NanoFlex has several hundred
additional patent applications in process. Some of NanoFlex’s technology holdings include foundational concepts in the following
areas (many of which are being validated in other labs as indicated by the asterisks).
● |
Tandem organic
solar cell*. Individual conventional solar cells have limited spectral coverage, voltage output, and
tradeoff between absorption length and charge collection length. By stacking multiple solar cells with
complementary absorption profiles, voltages of the cells can be added (at a constant current). This
can make a more efficient cell; the documented record for organic solar cell efficiency to date using
this multi-junction architecture is 12.6% conversion efficiency, which was achieved by the Company.
|
● |
Fullerene acceptors*. Fullerenes include
molecules such as C60, C70, C84
and derivatives that are designed to dissolve in solvents (such as PCBM made with either C
60 or C 70) are the most prevalent acceptor in organic photovoltaics. Fullerenes
offer better efficiency than any other acceptor molecule to date.
|
● |
Blocking layers*. In most solar cell
designs, excitons must be blocked and reflected away from the metallic (or transparent) contact so that they can be dissociated
at the donor-acceptor junction. Additionally, it is desired that these layers block the wrong carrier from contacting
the electrode.
|
● |
New materials for visible and infrared
sensitivity*. Current OPV materials absorb light in the visible and deep red part of the solar spectrum, but
do not collect light in the near infrared (NIR). Extending efficient light collection into the NIR has the
potential to increase photocurrent generation by 40%, markedly improving OPV performance.
|
● |
Scalable growth technologies*. A
number of growth technologies have been developed for organic materials. These include vacuum thermal evaporation
and organic vapor phase deposition for materials that can be sublimed or evaporated directly and gravure or ink-jet printing
of dissolved materials. All of these processes are compatible with rigid planar substrates, but more importantly
can be applied to flexible plastic or metal foil substrates, for roll-to-roll fabrication of OPVs.
|
● |
Inverted solar cells*. One
of the most air sensitive parts of the OPV is the region between the anode and electron acceptor. This region
is degraded by oxygen and water in the dark and even more so under illumination. This interfacial region in
a “conventional” OPV is exposed to the atmosphere directly, requiring that the OPV be kept in a hermetic package. If
the OPV is prepared as an inverted cell, the air sensitive anode/organic interfacial region is placed below the donor,
buffer layer and cathode. Thus, the device itself provides a level of “packaging,” markedly slowing
environmental degradation of the device, minimizing packaging requirements for long term deployment in the field.
|
● |
Materials for enhanced light collection via multi-exciton generation. The Shockley-Queisser
limit for solar cell efficiency is 29% for silicon based cells and 31% for cells made with GaAs. In order to prepare
solar cells with efficiencies higher than the Shockley-Queisser, researchers have turned to multi-junction cells, however,
these cells are very expensive. An alternate approach is to collect the high energy part of the spectrum, i.e. UV-to-green,
and double the energy collected from this part of the solar spectrum using singlet fission (“SF”). SF
materials absorb high energy light and generate two excitons for every photon absorbed, thus doubling the light collection
efficiency. The SF approach has the potential to give a single solar cell a 45% efficiency, well over the Shockley-Queisser
limit, without increasing the cost to produce the cell. |
● |
Mixed layer and nano-crystalline cells. In planar (e.g., bilayer) cells the thickness
of a layer is limited by the distance an exciton is expected to travel before it recombines. If the layer is too thick, photons
absorbed may never result in collected charge. If the layers are too thin, there is insufficient material available for absorption
of the light. By mixing the donor and acceptor throughout a thicker layer, an additional donor-acceptor interface is created
throughout the layer, improving photocurrent generation capability. Nano-crystalline cells have a higher degree of phase separation
between the donor and acceptor with nano-crystalline domains, with high purity and domain sizes in the nanometer scale. |
● |
Solar paints. NanoFlex
plans to paint solar cells onto any substrate (needs to be smooth, but not flat). The idea is to create
solar paints that can be applied quickly and easily to any surface, including, for example, mobile
communications devices, electric cars, roofing materials, building siding and glass).
|
● |
Transparent/semi-transparent cells.
In certain applications it may be desirable to have a partially transparent solar cell. These applications include tinted
windows. Instead of just absorbing or reflecting the light, the light would be absorbed and converted into energy. The
unique nature of organics allows NanoFlex to tune the wavelengths absorbed to those that it does not want transmitted
or that are not useful for vision, such as in the infrared region of the spectrum.
|
● |
Ultralow cost, ultrahigh efficiency,
flexible thin film inorganic cells.
|
● |
Accelerated and recyclable liftoff
process.
|
● |
Cold-weld bonding of inorganic solar cells to plastic substrates and metal foils. |
Development Goals
During 2015 NanoFlex plans to demonstrate
ND-ELO™ technology on 4” diameter GaAs wafers (currently it is using 2” wafers), with 20 non-destructive growth,
removal, cold-weld bonding cycles onto flexible substrates without a decrease in performance between cycles, and an approximately
1% efficiency variation over all 10 cycles. The performance objectives are power conversion efficiencies of 23%. NanoFlex
also plans to extend the technology to multi-junction solar cells with efficiencies greater than 32% efficiency under un-concentrated
illumination. Further, NanoFlex plans to integrate “mini-concentrators” with the ND-ELO+cold weld bonded
cells to effect cost reductions compared to the non-concentrated cells, expected to achieve cost targets of less than $0.50/Watt
(peak).
With respect to its OPV technology NanoFlex
plans to achieve greater than 15% power conversion efficiencies on organic solar cells with operational lifetimes of 20 years
on barrier-coated plastic or metal foil substrates, and to demonstrate roll-to-roll “printing” of solar cells on plastic
or metal foil substrates by the end of 2015.
In order to accomplish these tasks and to
give confidence to our manufacturing partners, NanoFlex plans to build a technology development center in Ann Arbor, Michigan.
We plan to obtain cost-effective leased facilities and will equip the facility with required equipment and obtain required engineering
personnel. This infrastructure will support our objective of producing 6 inch square GaAs and OPV module prototypes to demonstrate
the efficacy of our technology platforms and to substantially reduce the risk to large-scale market entry by our licensed partners.
We believe that the costs of establishing the facility will be approximately $4,500,000 and expect that it can be in place by
the third quarter of 2014. The Plan of Operation that is in place is dependent upon the Company’s ability to raise additional
capital to support its research and development operations. Since its inception, NanoFlex has raised over $53,000,000 in equity
from various investors, which has been invested primarily in research and development activities and maintaining NanoFlex’s
patent portfolio. NanoFlex anticipates that it will need approximately $17,700,000 over the next 18 months until it earns sufficient
revenue to support its operations, including its continuing research and development goals and patent prosecutions and to maintain
its intellectual property portfolio. The following is a breakdown of the $17,700,000 budget:
Working Capital | |
$ | 2,700,000 | |
R&D Sponsored Research | |
$ | 3,600,000 | |
R&D Operating Expenses (technology development center) | |
$ | 1,300,000 | |
R&D Equipment Purchases (technology development center) | |
$ | 2,400,000 | |
Patent Prosecution and App Fees | |
$ | 3,600,000 | |
General and Administrative | |
$ | 4,100,000 | |
NanoFlex has made contact with major solar
cell and electronics manufacturers world-wide. It is finding commercial interest in both its GaAs and OPV technologies.
NanoFlex plans to work closely with those companies interested in its technology solutions, both in its own technology development
center, as well as within partner facilities, to develop proof-of-concept prototypes and processes to mitigate commercialization
risks and gain early market entry and acceptance. Currently, NanoFlex is aware of several laboratories and commercial suppliers
that are exploring and positively validating technologies that it has developed.
A key to reducing the risk to market entry
by our partners is for NanoFlex to qualify its technologies at the manufacturing scale. This task will be conducted in NanoFlex’s
technology development center, which will include a pilot manufacturing line. Furthermore, we believe it is essential
for NanoFlex to maintain its technology leadership through a continuing relationship with its world-class research partners at
USC and Michigan. NanoFlex will also seek other opportunities with the best researchers worldwide as opportunities present themselves.
Market Opportunity
Worldwide demand for electricity is expected
to expand by 69% from 19.0 trillion kilowatt hours (kWh) in 2011 to 32.2 trillion kWh in 2035, representing annual growth of approximately
2.2%, according to the International Energy Agency’s (the “IEA”) World Energy Outlook 2013 (“WEO 2013”),
New Policies Scenario. The growth of the world energy market is spurred by continued worldwide industrialization, population growth,
and economic expansion. The world’s energy needs are met by fossil fuels, nuclear energy and other technologies, including
renewable energy sources such as geothermal, hydropower, wind and solar power. The IEA estimates that approximately two-thirds
of worldwide electricity is currently produced from fossil fuels which are environmentally damaging and depleting resources.
However, there are several key trends that
are reshaping the future of the global energy mix, including continued rapid growth in the use of solar and wind technologies,
a retreat from nuclear power in some countries, and the emergence of unconventional natural gas production, according to the IEA.
These trends are driving a pronounced shift away from oil, coal, and nuclear towards renewables and natural gas.
Worldwide electricity generation from renewable
energy is projected to increase 159% from 4.5 trillion kWh in 2011 to 11.6 trillion kWh in 2035, representing 4.0% annual growth,
according to the IEA WEO 2013 New Policies Scenario. The renewable share of total electricity generation is projected to
increase from 20% to 31% during this period, according to the IEA WEO 2013 New Policies Scenario. The capacity increase
in renewable energy generation represents almost half of the total incremental generating capacity during this period. Renewable
energy adoption is expected to continue to largely be driven by support from governments in the form of quotas (renewable portfolio
standards), net metering systems, and feed-in-tariffs (FiTs) along with financial support such as tax incentives, grants, loans,
rebates, and production incentives.
Electricity generated from solar power is
projected to experience more rapid growth globally, increasing from 61 billion kWh in 2011 to 951 billion kWh in 2035, representing
12.1% annual growth. By 2030, solar power is expected to comprise 2.6% of total global electricity generation, compared to only
a fraction of 1% today, according to the IEA WEO 2013 New Policies Scenario. This growth projection is based on expected
solar capacity additions of 621 GW during this period, reflecting 10.1% annual growth, according to the IEA. Within the United
States, 2013 is expected to be a record year for solar power, projecting 4,400 MW of solar PV installations, according to Solar
Energy Industries Association (“SEIA”) and GTM Research, a division of Greentech Media which provides market analysis
in research reports, data services, and advisory services (“GTM Research”) (www.seia.org; New Market Report Shows
Huge Gains in U.S. Solar Deployment; by Rhone Resch, Sep 21, 2013). Demand for solar power is expected to continue to be driven
largely by renewable energy incentives. Meanwhile, cost reductions in solar technology (largely due to silicon oversupply) have
narrowed the gap between solar power and fossil power. SEIA and GTM Research forecast continued growth within the U.S., projecting
installations will exceed 9,000 MW in 2016 (www.seia.org; Solar Market Insight 2013 Q3; Dec 9, 2013)
OPV is an early stage industry segment and
market forecasts are limited. As traditional solar technologies become increasingly commoditized, we expect increased demand
with new applications, which require advanced technologies, such as those that NanoFlex is developing. IDTechEx, an independent
market research firm focused on emerging technologies, estimates that the organic photovoltaic market will grow by over 1,300%
by 2022, from a value of $4.6 million today up to over $630 million during that period, primarily representing new end-markets
such as small mobile applications and BIPV (Organic Photovoltaics (OPV) 2012-2022: Technologies, Markets, Players, by Dr.
Khasha Ghaffarzadeh, Dr. Harry Zervos, and Raghu Das, July 2012). SNE Research, a market research and consulting company focused
on the renewable energy sector, projects that OPVs will enter production during 2014, with shipments of 28 MW in 2014, 94 MW in
2015, and more than 1 GW in 2020 (www.sneresearch.com; Organic Photovoltaic (OPV) Cell Ready for Mass Production; Jan 15,
2013).
Competition
NanoFlex is focused on commercializing and
licensing advanced solar technologies that will enable entry of solar PV into new applications and also compete with established
solar technologies in traditional solar markets. As an IP licensor, we believe our competitive exposure is insulated from
industry dynamics, since we aim to partner with key industry participants and license our technology. Additionally, our
licensing business model does not require us to establish high-volume manufacturing, which is a key competitive factor for product-based
companies.
The solar photovoltaic sector is highly competitive,
characterized by intense price competition among commercialized technologies and aggressive investment in emerging technologies
as companies attempt to compete within the solar markets as well as within the overall electric power industry. The current
solar market is dominated by crystalline silicon (“c-Si”) technology, with some penetration by Cadmium Telluride (“CdTe”)
thin film technology, according to SolarBuzz (www.solarbuzz.com). Advanced solar technology development efforts encompass
various technology platforms as various stages of development, and consist of several large players and a number of small and
medium sized companies. Our U.S. domestic competitors, among others, include: Alta Devices, located at Sunnyvale, California;
Spectrolab, a subsidiary of Boeing; First Solar, Inc. (Nasdaq: FSLR); Polyera, whose Polymer solar cell efficiency record is certified
by National Renewable Energy Laboratory; New Energy Technologies (OTCQB: NENE). International competitors of our industry include
Sol Voltaic, a Swedish company; Sunpartner, a French company; Heliatek, a German company; Research institutions may also become
our competitors, such as University of California, Los Angeles, University of California, Berkley, Fraunhofer-Institut fur Solare
Energiesysteme (ISE), Empa, a Swiss federal laboratory for materials science and technology. Advanced inorganic technologies,
such as GaAs, have been limited to specialty, niche applications due to their high costs; although numerous research efforts are
focused on reducing manufacturing costs. Other technologies, based on advanced inorganic chemistries have been slow to achieve
market adoption due to their heretofore inability to achieve the required cost and performance thresholds to stimulate market
adoption. OPV technologies remain in the development stage, with numerous activities ongoing among government laboratories,
universities, and private enterprises. Currently, we are not aware of any commercialized OPV technologies, but there are
a limited number of developers planning introduction within the next two years, using polymer-based materials.
For traditional solar applications such as
rooftop projects, our technologies compete with established technologies as well as advanced technologies under development by
other organizations primarily on a basis of cost and performance, which is typically measured as cost per watt, largely a function
of production costs and cell conversion efficiency. Within emerging applications, our technologies compete primarily with
advanced technologies on a basis of cost and performance, but also functionality and aesthetics as we attempt to open new markets
to solar power. Additionally, we compete with other research and development organizations for funding from government agencies,
laboratories, research institutions, and universities. Some of our existing or future competitors may be part of larger
corporations that have greater financial resources than we do and, as a result, may be better positioned to adapt to changes in
the industry or the economy as a whole.
Among GaAs-based solar developers, there are
several companies, including Boeing’s subsidiary SpectroLab, Emcore Corporation, and Alta Devices, which produce commercial
solar cells for highly specialized applications such as military and space-borne systems, which are inelastic to the high prices
associated with the technology. Other companies such as Sol Voltaic are in the early stages of commercializing technology
to couple GaAs components with traditional c-Si modules to improve conversion efficiency. Some of these companies are attempting
to reduce manufacturing costs to enable entry of GaAs-based solar technologies into commercial markets. We believe NanoFlex’s
patented GaAs ND-ELO™ and Cold Weld technologies present the opportunity to significantly reduce the production cost
for GaAs solutions and believe that we could potentially license our technology to these companies.
OPV technologies have yet to be commercialized,
but there are numerous development efforts on going. Ongoing research and development is being performed by Mitsubishi Chemical
Holdings Corporation, LG Chemical, and BELECTRIC OPV (Kolitzheim, Germany), along with Heliatek (Dresden, Germany), Plextronics
(Pittsburgh, Pennsylvania), and Solarmer Energy (El Monte, California), among others. We believe NanoFlex’s patented
technologies for small molecule OPVs present a formidable obstacle for competing development efforts and would seek to partner
with other developers or attempt to protect our IP.
Employees
Currently, the Company employees consist of
six full-time personnel – our Executive Chairman; Chief Executive Officer; President and Chief Operating Officer; Chief
Financial Officer, Secretary and Treasurer; Senior Vice President of Corporate Development; and an office manager. The Company
plans to hire a Chief Technology Officer and in-house patent attorney prior to the end of 2014. The Company anticipates that its
technology development center in Ann Arbor, Michigan will in the first year employ nine technical personnel and expand to 20 at
full deployment. This is in addition to approximately 15 post-doctoral fellows and PhD candidates that are employed
in our sponsored university research programs at USC and University of Michigan.
DESCRIPTION OF PROPERTY
The Company’s executive offices are
currently located at 17207 N. Perimeter Dr., Suite 210, Scottsdale, AZ 85255 and it started leasing its offices from DTR10, LLC
on November 15, 2013. The office space is approximately 3,077 square feet. Its monthly rental is $6,410 during the first year
of the lease and will be subject to 3% increase in the following years.
MANAGEMENT’S DISCUSSION AND ANALYSIS
OF
FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The following discussion and analysis should
be read together with our financial statements and the related notes appearing elsewhere in this Prospectus. This discussion contains
forward-looking statements reflecting our current expectations that involve risks and uncertainties. See “Forward-Looking
Statements” for a discussion of the uncertainties, risks and assumptions associated with these statements. Actual results
and the timing of events could differ materially from those discussed in our forward-looking statements as a result of many factors,
including those set forth under “Risk Factors” and elsewhere in this Prospectus.
Overview
The Company is engaged in the development,
commercialization, and licensing of advanced photovoltaic technologies and intellectual property. NanoFlex has agreements with
Princeton University which were assigned to University of Southern California and the University of Michigan, pursuant to which
it has developed certain technologies and prosecuted and paid for more than 740 issued or pending patents covering
materials, architectures, and fabrication processes for organic and inorganic flexible, thin-film photovoltaic technologies. While
each patent is issued in the names 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.
Unlike conventional thin film solar, the materials
platforms that we have developed and are developing for solar cells are capable of ultrahigh efficiency accessible only by single
crystalline inorganic materials such as silicon and Gallium Arsenide. The technologies we are developing allow the
solar energy generating surfaces to be sufficiently flexible to be wrapped around 1 centimeter diameter cylinders without damage
or loss of performance. Their ultra-light weight impacts other traditional costs associated with solar such as eliminating
the need for costly, complex and robust panel mounts. We believe that these solar energy generating “films” can be
used on architectural surfaces, on windows as attractive semi-transparent energy-generating coatings and even paints. Their flexibility
allows their application to surfaces such as tents, clothing and other oddly shaped or “mobile” surfaces, including
space-borne applications. Finally, the ability to be rolled around cylinders permits compact and low cost transport
for deployment at remote sites.
We currently hold exclusive rights to
more than 750 issued or pending patents worldwide which cover architecture, processes and materials for flexible, thin-film
organic photovoltaic (“OPV”) and Gallium Arsenide (“GaAs”) technologies. In addition, we have several
hundred more patents in process. Some of our technology holdings include foundational concepts in the following areas (many
of which are being validated in other labs as indicated by the asterisks).
● |
Tandem organic solar cell* |
● |
Fullerene acceptors* |
● |
Blocking layers* |
● |
New materials for visible and infrared sensitivity* |
● |
Scalable growth technologies* |
● |
Inverted solar cells* |
● |
Materials for enhanced light collection via multiexciton generation |
● |
Mixed layer and nanocrystalline cells |
● |
Solar paints |
● |
Transparent/semi-transparent cells |
● |
Ultralow cost, ultrahigh efficiency, flexible thin film inorganic cells |
● |
Accelerated and recyclable liftoff process |
● |
Cold-weld bonding of inorganic solar cells to plastic substrates and metal foils |
Plan of Operation and Liquidity and Capital
Resources
We are solely dependent on raising capital
to support its operations at this time. As of the date of filing this report, we lack sufficient capital to pay for ongoing research
and development operations. Should we be unable to raise the additional capital that we need, we may not be able to continue those
operations and will need to further change our plans to scale back activities based on whether and when capital is available.
We are in the process of raising additional funds. The additional funding, if it can be raised, is anticipated to consist
of private sales of our equity securities and/or convertible debt instruments. However, there can be no assurance
that the additional funds will be available to us when needed.
We
are actively taking measures to decrease costs as well as manage payables in order to conserve capital resources. As part of these
measures, NanoFlex negotiated a permanent decrease in salaries with its employees, has modified its operating plan as set forth
below and is managing payables to prioritize the most important of them to keep research and development activities going.
Near
Term Operating Plan
Our current burn rate is approximately
$5,000,000 per year in order to support our research and development activities, maintain our existing patent portfolio and make
necessary payments under our Sponsored Research Agreement. Our operating plan over the next twelve months is comprised of the
following:
|
1. |
Cost cutting and containment to reduce our
annual burn rate; |
|
2. |
Maintenance of our existing patent portfolio; |
|
3. |
Continuing ongoing research and development
activities; |
|
4. |
Partnering with strategic partners for licensing
and/or joint development of our technologies; and |
|
5. |
Raising not less than $5,000,000 in capital. |
In the event that we raise less than the
required amount of capital, our focus will be maintenance of our existing patent portfolio and less spending on ongoing research
and development.
In the event an additional $5.5 million
in capital can be raised, we will invest in build out and equipment purchases for a technology development center as described
below.
There can be no assurance that our near
term operating plan will be successful or that we will be able to fulfill it as it is largely dependent on raising capital and
there can be no assurance that capital can be raised.
Overall Operating Plan
We have made contact with major solar
cell and electronics manufacturers world-wide and are finding commercial interest in both our GaAs and OPV technologies. We are
seeking to work closely with those companies interested in our technology solutions to develop proof-of-concept prototypes and
processes to mitigate commercialization risks and gain early market entry and acceptance.
Although we currently do not have any commitments
from third parties to license our technologies or otherwise provide revenue to us, we are aware of several laboratories and commercial
suppliers who are exploring and positively validating technologies that we have developed and which are protected by our intellectual
property portfolio. These interested parties potentially represent some of our first partners for joint technology
development and acceptance into manufacturing production.
A key to reducing the risk to market entry
by our partners is for us to qualify our technologies at a manufacturing scale. We believe that the best manner to
do this is to develop our own technology development center in Ann Arbor, Michigan. The principal function of
the facility will be to demonstrate our ability to prototype our inorganic and organic solar cells utilizing our proprietary technologies. In
addition, we anticipate that advancements at the facility can attract other industry players to acquire early licenses to use
our intellectual property. Finally, we believe that having a technology development center will allow us to obtain
government funding from the National Aeronautics and Space Administration, the Department of Defense and the Department of Energy,
each of which have interests in businesses that can deliver ultra-lightweight, high-efficiency technologies for space, mobile
warfighter, and grid-deployment applications.
We believe the technology development center
can also make us highly competitive to receive government grants to support GaAs and OPV research and development. A second potential
revenue source is in joint development projects with existing solar cell manufacturers. We believe the largest near-term opportunity
can be in partnerships exploiting GaAs solar technology with existing GaAs cell manufacturers in the space programs, military
operations and other suitable end use. We anticipate that partnerships with one or more of these companies can be supported by
the facility, and possibly result in early revenue opportunities.
We believe that the costs of establishing
the facility will be approximately $4,300,000.
Our long term overall plan of operation
is dependent upon our ability to raise additional capital to support our research and development operations. Since
our inception, we have raised over $53,000,000 in equity from various investors, which has been invested primarily in research
and development activities and maintaining our patent portfolio. We anticipate that we will need to raise approximately
$17,700,000 over the next 24 months until we earn sufficient revenue to support our operations, including our continuing research
and development activities and patent prosecutions and to maintain our intellectual property portfolio. The following
is a breakdown of the $17,700,000 budget:
Working Capital | |
$ | 2,700,000 | |
R&D Sponsored Research | |
$ | 3,600,000 | |
R&D Operating Expenses (technology development center) | |
$ | 1,300,000 | |
R&D Equipment Purchases (technology development center) | |
$ | 2,950,000 | |
Patent Prosecution and App Fees | |
$ | 3,600,000 | |
General and Administrative | |
$ | 3,550,000 | |
There can be no assurance that financing
will be available to us to fund our $17,700,000 budget, or, if available, that it will be on terms acceptable to us.
Recent Development
On October 22, 2014, the University of
Michigan, our research partner, won a $1.35 million cooperative award under the U.S. Department of Energy SunShot Initiative.
The University of Michigan was selected as part of SunShot’s “Next Generation Photovoltaics 3” program and was
the only project awarded for OPV research and development.
This project aims to advance the practical
viability of OPV by demonstrating reliable, large area and high-efficiency organic multijunction cells based on small molecule
materials systems. The implementations in academic labs will be transferred to NanoFlex Power Corp., as the University of Michigan’s
commercialization partner, who will work with manufacturers to achieve acceptance and deployment of OPV technology. The goals
of the University of Michigan’s proposed program are: 1) demonstration of multijunction organic solar cells with efficiencies
of >18%, 2) demonstration of extrapolated multijunction cell lifetimes exceeding 20 years, 3) demonstration of ultra-rapid
organic film deposition on continuous rolls of foil substrates using our proprietary technology of organic vapor phase deposition;
and 4) demonstration of roll-to-roll (R2R) application of package encapsulation.
Results of Operations
For the Three and Nine Months Ended
September 30, 2014 and September 30, 2013
Research and Development Expenses
Research and development expenses for the
three months ended September 30, 2014 were $291,571, a 29% decrease from $412,440 for the three months ended September 30, 2013. The
decrease is attributable to timing of research work by the Universities performed pursuant to our research agreements. Research
and development expenses for the nine months ended September 30, 2014 were $996,722, a 4% increase from $956,211 for the nine
months ended September 30, 2013. The increase is attributable to additional funding we provided to the Universities pursuant to
our research agreements.
Patent Application and Prosecution Fees
Patent application and prosecution fees
consist of the fees due for prosecuting and maintaining our patents and were $625,595 for the three months ended September 30,
2014, a 9% decrease from $690,996 for the three months ended September 30, 2013. The decrease is attributable to timing of applications
being researched for our technologies. Patent application and prosecution fees were $1,367,998 for the nine months ended
September 30, 2014, an 8% increase from $1,263,417 for the nine months ended September 30, 2013. The increase is attributable
to an increase in the number of our patents and number of applications being researched for our technologies.
Salaries and Related Expenses
Salaries and related expenses were $399,164
for the three months ended September 30, 2014, a 52% decrease from $835,985 for the three months ended September 30, 2013. Salaries
and related expenses were $1,241,256 for the nine months ended September 30, 2014, a 10% decrease from $1,373,281 for the nine
months ended September 30, 2013. The decrease is attributable to a negotiated temporary decline in salaries during the first quarter
of 2013 which was subsequently reinstated. In October 2014, a permanent decrease in salaries was negotiated with the Company’s
employees in an effort to conserve capital resources.
Stock-based Compensation
There was no stock-based compensation for
the three and nine months ended September 30, 2014 as compared to $6,657,689 and $26,064,190 for the three and nine months ended
September 30, 2013, respectively, relating to the vesting of awards granted in 2012. As of September 30, 2014, there
was no remaining unamortized stock-based compensation associated with outstanding awards.
Selling, General and Administrative Expenses
Selling, general and administrative expenses,
consisting primarily of rent, office supplies, depreciation, workers compensation insurance, medical insurance, postage and shipping,
traveling expenses and consulting fees, were $288,904 for the three months ended September 30, 2014, a 65% decrease from $832,414
for the three months ended September 30, 2013. Selling, general and administrative expenses were $774,499 for the nine
months ended September 30, 2014, a 32% decrease from $1,143,121 for the nine months ended September 30, 2013. The decrease is
primarily attributable to decreases in legal and consulting fees.
Interest Expense
Interest expense for the three and nine
months ended September 30, 2014 was $42,631 as compared to $17,932 and $4,463,453 for the three and nine months ended September
30, 2013, respectively, due to the effects of our reverse merger which eliminated all of our interest bearing debt. We entered
into new interest bearing debt agreements in 2014 which are discussed in Note 2 and Note 3.
Loss on Debt Extinguishment
There was no loss on debt extinguishment
for the three and nine months ended September 30, 2014 as compared to $0 and $1,811,800 for the three and months ended September
30, 2013, respectively, as we have eliminated all of our interest bearing debt. The loss on debt extinguishment in
2013 related to (i) conversion of $230,000 of debt that was not originally convertible into 46,000 common shares and (ii) the
issuance of 286,000 of common shares in connection with the extension of the maturity date on an aggregate of $1,400,000 of outstanding
debt. We evaluated the modifications under ASC 470-50 and determined that the modifications were substantial and the
revised terms constituted debt extinguishments for which a loss is recognized equal to the difference in fair value of the debt
and shares before and after the modifications.
Net Loss
The net loss for the three months ended
September 30, 2014 was $1,647,866 an 83% decrease from $9,447,456 for the three months ended September 30, 2013. The
net loss for the nine months ended September 30, 2014 was $4,423,106, a 88% decrease from $37,075,473 for the nine months ended
September 30, 2013. The decrease in the net loss is impacted by the decrease in stock-based compensation, interest expense and
loss on debt extinguishment, each of which is described above.
Liquidity and Capital Resources
As of September 30, 2014, we had cash and
cash equivalents of $51,011 and a working capital deficit of $3,832,228, as compared to cash and cash equivalents of $197,004
and a working capital deficit of $1,255,222 as of December 31, 2013. The decrease in cash and working capital is attributable
to our operating losses as we have yet to generate revenues from our operations.
We are in the process of raising additional
funds in order to continue to finance our near term and overall plans for research, development and commercialize photonic energy
conversion technologies utilizing organic semiconductor-based solar cells. The additional funding, if it can be raised,
is anticipated to consist of private sales of our equity securities and/or convertible debt instruments. However,
there can be no assurance that the additional funds will be available to us when needed.
The Company is actively taking measures
to decrease costs as well as manage payables in order to conserve capital resources. As part of these measures, the Company negotiated
a permanent decrease in salaries with its employees.
Going Concern
The Company has not generated revenues
to date. The Company has a working capital deficit of $3,832,228 and an accumulated deficit of $176,686,134 as of September
30, 2014. 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
The following critical accounting policies
are important to the portrayal of the Company’s combined financial condition and results.
Basis of Accounting
The Company’ policy is to maintain its
books and prepare its combined financial statements on the accrual basis of accounting in accordance with accounting principles
generally accepted in the United States of America.
Use of Estimates
The preparation of combined financial statements
in conformity with accounting principles generally accepted in the United States of America requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities
at the date of the combined financial statements and the reported amounts of revenues and expenses during the reporting period. Actual
results could differ from those estimates.
Cash and Cash Equivalents
Cash and cash equivalents include all cash
and liquid investments with an initial maturity of three months or less.
Stock-based Compensation
We account for stock based compensation in
accordance with FASB ASC 718 which requires companies to measure the cost of employee services received in exchange for an award
of an equity instrument based on the grant-date fair value of the award. For stock-based awards granted on or after January 1,
2006, stock-based compensation expense is recognized on a straight-line basis over the requisite service period. In prior years,
we accounted for stock-based awards under APB No. 25, “Accounting for Stock Issued to Employees.” We account for non-employee
share-based awards in accordance with FASB ASC 505-50.
Research and Development
Research and development costs are expensed
in the period they are incurred in accordance with ASC 730, Research and Development unless they meet specific criteria related
to technical, market and financial feasibility, as determined by management, including but not limited to the establishment of
a clearly defined future market for the product, and the availability of adequate resources to complete the project. If all criteria
are met, the costs are deferred and amortized over the expected useful life, or written off if a product is abandoned. At December
31, 2013 and 2012, the Company had no deferred development costs.
Impairment of Long-Lived Assets
The Company reviews the carrying value of
its long-lived assets annually or whenever events or changes in circumstances indicate that the historical-cost carrying value
of an asset may no longer be appropriate. The Company assesses recoverability of the asset by comparing the undiscounted future
net cash flows expected to result from the asset to its carrying value. If the carrying value exceeds the undiscounted future
net cash flows of the asset, an impairment loss is measured and recognized. An impairment loss is measured as the difference between
the net book value and the fair value of the long-lived asset. Fair value is estimated based upon either discounted cash flow
analysis or estimated salvage value.
Development Stage Company
The Company is a development stage company
as defined by ASC 915, Accounting and Reporting by Development Stage Entities. The Company is devoting substantially all of its
present efforts to establishing a new business. All losses accumulated since inception have been considered as part of the Company’s
development stage activities.
Property and Equipment
Property and equipment are stated at cost. Depreciation
of property and equipment is provided using the straight-line method for financial reporting purposes at rates based on the estimated
useful lives of the assets. Estimated useful lives range from three to eight years.
SUMMARY FINANCIAL DATA
The following table sets forth our selected
historical financial data as of and for each of the periods indicated. We derived the selected historical financial data as of
and for the fiscal year ended December 31, 2013 and the nine-month period ended September 30, 2014 from our financial statements.
This information is only a summary and you should read it in conjunction with the historical financial statements included
in this Prospectus and the related notes and the section entitled "Management's Discussion and Analysis of Financial Condition
and Results of Operations," included in this Prospectus. Our financial information may not be indicative of our future
performance and does not necessarily reflect what our financial condition and results of operations would have been had we operated
as an independent, stand-alone entity for the periods presented, particularly since many changes will occur in our operations
and capitalization as a result of the Liquidating Distribution.
Balance Sheets
| |
September 30, | | |
December 31, | |
| |
2014 | | |
2013 | |
ASSETS |
| |
| | |
| |
TOTAL CURRENT ASSETS | |
| 59,635 | | |
| 210,649 | |
| |
| | | |
| | |
TOTAL ASSETS | |
$ | 74,718 | | |
$ | 218,082 | |
| |
| | | |
| | |
TOTAL CURRENT LIABILITIES | |
| 3,891,863 | | |
| 1,465,871 | |
| |
| | | |
| | |
TOTAL LIABILITIES | |
| 3,891,863 | | |
| 1,465,871 | |
| |
| | | |
| | |
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) | |
| (3,817,145 | ) | |
| (1,247,789 | ) |
| |
| | | |
| | |
TOTAL LIABILITIES AND STOCKHOLDER’S EQUITY (DEFICIT) | |
$ | 74,718 | | |
$ | 218,082 | |
Statement of Operations:
| |
Nine Months Ended
September 30,
2014 | | |
Nine Months Ended
September 30,
2013 | | |
Year Ended December
31, 2013 | | |
Year Ended December
31, 2012 | | |
February 7, 1994
(Inception) Through September 30, 2014 | |
| |
| | |
| | |
| | |
| | |
| |
REVENUES | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
OPERATING EXPENSES | |
| 4,380,475 | | |
| 30,800,220 | | |
| 32,835,787 | | |
| 13,869,370 | | |
| 37,216,262 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
LOSS FROM OPERATIONS | |
| 4,380,475 | | |
| 30,800,220 | | |
| 32,835,787 | | |
| 13,869,370 | | |
| 37,216,262 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
NET LOSS | |
$ | (4,423,106 | ) | |
$ | (37,075,473 | ) | |
$ | (39,238,740 | ) | |
$ | (20,862,200 | ) | |
$ | (43,661,846 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | |
NET LOSS per share (basic and diluted) | |
$ | (0.10 | ) | |
$ | (0.61 | ) | |
$ | (0.59 | ) | |
$ | (0.52 | ) | |
| n/a | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
WEIGHTED AVERAGE
COMMON SHARES, OUTSTANDING, BASIC and DILUTED | |
| 43,420,085 | | |
| 61,079,624 | | |
| 66,855,209 | | |
| 40,395,528 | | |
| n/a | |
DIRECTORS, EXECUTIVE
OFFICERS AND CORPORATE GOVERNANCE
Directors and Executive Officers
The following table sets forth the name and
position of each of our current executive officers and directors. All directors hold office until the next annual meeting of stockholders
or until their respective successors are elected, except in the case of death, resignation or removal:
Name | |
Age | | |
Position |
| |
| | |
|
John D. Kuhns | |
| 64 | | |
Executive Chairman of the Board |
| |
| | | |
|
Dean L. Ledger | |
| 66 | | |
Chief Executive Officer, Director |
| |
| | | |
|
Robert J. Fasnacht | |
| 57 | | |
President, Director, Chief Operating Officer |
| |
| | | |
|
Amy B. Kornafel | |
| 43 | | |
Chief Financial Officer and Secretary |
| |
| | | |
|
Joey S. Stone | |
| 51 | | |
Senior Vice President of Corporate Development |
John D. Kuhns, age 64, is the Executive
Chairman of the Board of the Company and of GPEC. Mr. Kuhns became an investor in GPEC in 1999, and has served as a Director of
GPEC since April of 2000. He was appointed to serve as Director of the Company on September 24, 2013. In the last 30 years, Mr.
Kuhns has founded and completed five initial public offerings for renewable energy companies. Most recently in 2006 he founded
China Hydroelectric Corporation (NYSE: CHC), China’s largest foreign-owned hydroelectric power company. China Hydro listed
its shares on the New York Stock Exchange in January of 2010. Mr. Kuhns served as Chairman of the Board of China Hydro from 2006
until 2012. In 1988, Mr. Kuhns founded The New World Power Corporation, where he served as Chairman of the Board of directors.
This company was the first wind farm company to go public. In 1981, Mr. Kuhns was also the founder of Catalyst Energy Corporation,
one of the country’s most successful hydroelectric developers and recognized by Inc. Magazine as the nation's fastest growing
public company in the five years from 1982 to 1987. Mr. Kuhns is the Chairman and CEO of Kuhns Brothers, an investment banking
boutique and one of the oldest continually operating investment firms in the United States, tracing its origins to 1842. Mr. Kuhns
is a graduate of the Harvard Business School (M.B.A., 1977), the University of Chicago (M.F.A. in Fine Arts, 1975) and Georgetown
University (A.B., in Sociology and in Fine Arts, 1972), where he was captain of the varsity football team and is a member of the
University's Athletic Hall of Fame. Mr. Kuhns was selected to serve originally as a Director of GPEC and now as a Director of
the Company due in part to his comprehensive knowledge gained over the last 30 years in all aspects of the Green Energy field.
He also has accumulated vast experience and understanding of all business aspects and competitive worldwide environment for solar
power.
Dean L. Ledger, age 66, has served
as a Director and senior executive of GPEC since its inception in 1994 and was instrumental in its founding. Mr. Ledger is GPEC’s
Chief Executive Officer, and was elected as the Chief Executive Officer of the Company on September 24, 2013. Mr. Ledger has significant
experience in capital formation and business building as he played instrumental roles in both Universal Display Corporation (NASDAQ:
OLED) and InterDigital Corporation (NASDAQ: IDCC) from their inception. From 1994 to 2012, Mr. Ledger served as Executive Vice
President-Corporate Development of Universal Display Corporation. From July 1994 to January 2001, Mr. Ledger served as a member
of the Board of Directors of Universal Display Corporation. From December 2001 to July 2003, Mr. Ledger served as a member of
the Board of Directors of North American Technologies, Inc. (NASDAQ: NATK). From May 1991 until October 1992, Mr. Ledger was a
consultant to the IntelCom Group. Mr. Ledger served as a consultant to InterDigital Communications Corporation from October 1989
to April 1991. Prior to October 1989, Mr. Ledger spent 12 years as a financial consultant with E.F. Hutton, Shearson Lehman Brothers
and Paine Webber. He is a graduate of Colorado College (B.A., Business Administration, 1972). The Board concluded that Mr. Ledger
should serve as a Director of the Company based on his extensive experience and knowledge of the history of our Company and of
all of its related technologies. Furthermore, he has a proven track record in leveraging information technology to capture new
commercial opportunities and to increase operational efficiencies in various industries.
Robert J. Fasnacht, age 57, is a director,
President and Chief Operating Officer of GPEC and he was elected as a director, President and Chief Operating Officer of the Company
on September 24, 2013. He first joined GPEC in 2011 as its Executive Vice President, General Counsel and corporate Secretary.
Prior to that, he was engaged in a private legal practice emphasizing both corporate transactions and complex civil litigation.
He also served for a number of years as a Board Member of various U.S. companies, including a U.S. based privately held restaurant
Franchisor. He is admitted to practice in the 9th Circuit Court of Appeals, along with several state and federal courts, including
the U.S. Tax Court. Mr. Fasnacht is a graduate of the University of Idaho (B.S., Chemistry, 1983 and J.D., 1985). Mr. Fasnacht
was selected as a Director due to his extensive knowledge both from his scientific education and his legal training on all aspects
of the Company’s Organic and Inorganic Photovoltaic Technologies and on its related intellectual property portfolio. He
also demonstrated an extraordinary ability to understand the business and technological aspects of the Company as they relate
to the Company’s strategy moving forward.
Amy B. Kornafel, age 43, is the Chief
Financial Officer of GPEC since March 2005 and also serves as the Company’s Secretary. She was elected as the Chief Financial
Officer and Secretary of the Company on September 24, 2013. From 2003 through 2005, Ms. Kornafel served as GPEC’s Controller.
Previously Ms. Kornafel worked as a Consultant and Senior Financial Statement Assurance Auditor for Arthur Andersen LLP. From
1995 to 1997, Ms. Kornafel served as a tax accountant for Alloy, Silverstein, Shapiro, Adams, Mulford and Company. Ms. Kornafel’s
experience includes extensive financial, accounting and audit experience with software, hardware, manufacturing, venture capital,
bio-tech, development stage and retail enterprises. Ms. Kornafel is a graduate of Rutgers University (B.S., Accounting 1995).
Joey S. Stone, age 51, has served as
the Senior Vice President of Corporate Development of GPEC since September 2010 and he was elected to the same positions with
the Company on September 24, 2013. Mr. Stone is a senior executive with over 20 years of experience in the financial services
sector. From 2001 to 2010, Mr. Stone was a Senior Vice President at Morgan Stanley, a global financial services firm. From 1991
to 2001, Mr. Stone was a financial consultant with J.C. Bradford & Co. and from 1988 to 1991, with PaineWebber. Mr. Stone
is a graduate of Louisiana State University (B.S., Business, 1987).
Board Committees
We do not have a standing nominating, compensation
or audit committee. Rather, our full board of directors performs the functions of these committees. Also, we do not have a “audit
committee financial expert” on our board of directors as that term is defined by Item 401(d)(5)(ii) of Regulation S-K. We
do not believe it is necessary for our board of directors to appoint such committees because the volume of matters that come before
our board of directors for consideration permits the directors to give sufficient time and attention to such matters to be involved
in all decision making. Additionally, because our Common Stock is not listed for trading or quotation on a national securities
exchange, we are not required to have such committees.
Code of Ethics
On January 28, 2013, we adopted a Code of
Ethics and Business Conduct which is applicable to our employees and which also includes a Code of Ethics for our CEO and principal
financial officer and persons performing similar functions. A copy of our Code of Business Conduct and Ethics has been filed with
the Securities and Exchange Commission as an exhibit to the Company’s Registration Statement on Form S-1 filed March
15, 2013. A code of ethics is a written standard designed to deter wrongdoing and to promote:
● |
honest and ethical conduct, |
|
|
● |
full, fair, accurate, timely and understandable disclosure in regulatory filings and public
statements, |
● |
compliance with applicable laws, rules and regulations, |
|
|
● |
the prompt reporting violation of the code, and |
|
|
● |
accountability for adherence to the code. |
Director Independence
Our securities are not listed on a national
securities exchange or in an inter-dealer quotation system which has requirements that directors be independent. We
believe that two of our three directors, Robert J. Fasnacht and Dean L. Ledger, would not be considered to be independent,
as that term is defined in the listing standards of NASDAQ.
Meetings of the Board of Directors
During its fiscal year ended December 31,
2013, the Board of Directors did not meet on any occasion, but rather transacted business by unanimous written consent.
Board Leadership Structure and Role in
Risk Oversight
Our Board recognizes that the leadership structure
and combination or separation of the President and Chairman roles is driven by the needs of the Company at any point in time. Currently,
Mr. John D. Kuhns serves as the Executive Chairman of our Board, and Mr. Robert J. Fasnacht serves as the President of the Company. We
have no policy requiring the combination or separation of leadership roles and our governing documents do not mandate a particular
structure. This has allowed, and will continue to allow, our Board the flexibility to establish the most appropriate
structure for our company at any given time.
Immediately following the consummation of
the Share Exchange Transaction, the size of the Company’s management team was increased in order to manage our expanded
operations, risks and resources.
EXECUTIVE COMPENSATION
The following table sets forth information
concerning cash and non-cash compensation paid by NanoFlex to its Chief Executive Officer, Executive Chairman and the two other
highly compensated executive officers other than the Chief Executive Officer who were serving as an executive officer of NanoFlex
on December 31, 2013 for the fiscal year ended December 31, 2013. The Company was incorporated on January 18, 2013, therefore
there was no compensation to its executives in the fiscal year of 2012.
Name and Position(s) | |
Year | | |
Salary
($) | | |
Stock Awards
($) | | |
All other Compensation
($) | | |
Total Compensation
($) | |
| |
| | |
| | |
| | |
| | |
| |
Dean L. Ledger (1) | |
| 2013 | | |
$ | 0 | | |
$ | 0 | | |
$ | 0 | | |
$ | 0 | |
Chief Executive Officer and Director | |
| | | |
| | | |
| | | |
| | | |
| | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
John D. Kuhns (2) | |
| 2013 | | |
$ | 0 | | |
$ | 0 | | |
$ | 0 | | |
$ | 0 | |
Executive Chairman and Director | |
| | | |
| | | |
| | | |
| | | |
| | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Robert J. Fasnacht (3) | |
| 2013 | | |
$ | 0 | | |
$ | 0 | | |
$ | 0 | | |
$ | 0 | |
President, Chief Operating Officer and Director | |
| | | |
| | | |
| | | |
| | | |
| | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Joey Stone (4) | |
| 2013 | | |
$ | 0 | | |
$ | 0 | | |
$ | 0 | | |
$ | 0 | |
Senior Vice President of Corporate Development | |
| | | |
| | | |
| | | |
| | | |
| | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Amy B. Kornafel (5) | |
| 2013 | | |
$ | 0 | | |
$ | 0 | | |
$ | 0 | | |
$ | 0 | |
CFO and Secretary | |
| | | |
| | | |
| | | |
| | | |
| | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Christopher Conley (6) | |
| 2013 | | |
$ | 0 | | |
$ | 0 | | |
$ | 0 | | |
$ | 0 | |
Former CEO, CFO and director | |
| | | |
| | | |
| | | |
| | | |
| | |
(1) |
Mr. Dean L. Ledger was appointed as our Director and Chief Executive Officer on
September 24, 2013. |
(2) |
Mr. John D. Kuhns was appointed as our Executive Chairman on September 24, 2013. |
(3) |
Mr. Robert J. Fasnacht was appointed as our Director, President and Chief Operating Officer
on September 24, 2013. |
(4) |
Mr. Joey Stone was appointed as our Senior Vice President of Corporate Development on September
24, 2013. |
(5) |
Ms. Amy B. Kornafel was appointed as our Chief Financial Officer and Secretary on September
24, 2013. |
(6) |
Mr. Christopher Conley served as our CEO, CFO and director since our inception through September
24, 2013. |
|
|
The following table sets forth information
concerning cash and non-cash compensation paid by GPEC to the Company’s Chief Executive Officer, Executive Chairman and
the two other highly compensated executive officers other than the Chief Executive Officer who were serving as an executive officer
of GPEC on December 31, 2013 for each of the two fiscal years of GPEC ended December 31, 2013 and December 31, 2012.
Name and Position(s) | |
Year
| | |
Salary
($) | | |
Stock Awards ($) | | |
All other Compensation ($) | | |
Total Compensation ($) | |
| |
| | |
| | |
| | |
| | |
| |
Dean L. Ledger (1) | |
| 2013 | | |
$ | 248,500 | | |
$ | 4,206,606 | | |
$ | 445,094 | | |
$ | 4,900,200 | |
Chief Executive Officer and Director of GPEC | |
| 2012 | | |
$ | 462,500 | | |
$ | 3,085,110 | | |
$ | 0 | | |
$ | 3,547,610 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
John D. Kuhns (2) | |
| 2013 | | |
$ | 233,333 | | |
$ | 4,167,758 | | |
$ | 0 | | |
$ | 4,401,091 | |
Executive Chairman of GPEC | |
| 2012 | | |
$ | 0 | | |
$ | 947,774 | | |
$ | 0 | | |
$ | 947,774 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Robert J. Fasnacht (3) | |
| 2013 | | |
$ | 163,750 | | |
$ | 3,654,195 | | |
$ | 185,083 | | |
$ | 4,003,028 | |
President, Chief Operating Officer and Director of GPEC | |
| 2012 | | |
$ | 260,416 | | |
$ | 1,112,055 | | |
$ | 0 | | |
$ | 1,372,471 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Joey Stone (4) | |
| 2013 | | |
$ | 112,500 | | |
$ | 2,574,501 | | |
$ | 438,500 | | |
$ | 3,125,501 | |
Senior Vice President of Corporate Development | |
| 2012 | | |
$ | 163,750 | | |
$ | 1,050,555 | | |
$ | 0 | | |
$ | 1,214,305 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Amy B. Kornafel (5) | |
| 2013 | | |
$ | 97,500 | | |
$ | 2,331,945 | | |
$ | 149,217 | | |
$ | 2,578,662 | |
Chief Financial Officer and Treasurer of GPEC | |
| 2012 | | |
$ | 163,750 | | |
$ | 804,555 | | |
$ | 0 | | |
$ | 1,393,750 | |
(1) |
Mr. Dean L. Ledger was appointed as GPEC’s Director and Chief Executive
Officer on September 24, 2013. Prior to that Mr. Ledger was the Chief Executive Officer, Chief Operating Officer, President
and Director of GPEC. GPEC issued Mr. Ledger 545,645 and 640,000 shares for services during 2013 and 2012, respectively. |
(2) |
Mr. John D. Kuhns was appointed as GPEC’s Executive Chairman in May 2012. Mr. Kuhns
has been a director of GPEC since 1999. GPEC issued Mr. Kuhns 1,658,969 and 2,500,000 shares for services during 2013 and
2012 respectively. |
(2) |
Mr. Robert J. Fasnacht was appointed as GPEC’s Director, President and Chief Operating
Officer on September 24, 2013. Mr. Fasnacht has been Executive Vice President, General Counsel and Secretary of GPEC since
2011. GPEC issued Mr. Fasnacht 525,000 and 250,000 shares for services during 2013 and 2012 respectively. |
(3) |
Mr. Joey Stone was appointed as GPEC’s Senior Vice President of Corporate Development
on September 24, 2013. Mr. Stone has been Senior Vice President of GPEC since September 2010. GPEC issued Mr. Stone 2,574,501
and 240,000 for services during 2013 and 2012, respectively. |
(4) |
Ms. Amy B. Kornafel was appointed as GPEC’s Chief Financial Officer and Secretary on
September 24, 2013. Ms. Kornafel has been Chief Financial Officer and Treasurer of GPEC since March 2005. GPEC issued Ms. Kornafel
310,000 and 500,000 shares for services during 2013 and 2012, respectively. |
At this time, none of the management of the
Company or GPEC expects compensation to be increased for the foreseeable future.
Employment Agreement of the Executive Officers and Directors
On September 24, 2013, the Company and John
D. Kuhns entered into an Employment Agreement, as amended and restated on October 22, 2013, pursuant to which commencing October
1, 2013 Mr. Kuhns is being employed as Executive Chairman of the Board of the Company for a term of five years. The initial five
year term of employment automatically shall be extended for additional one-year periods unless within 60 days prior to the end
of the term a party gives written notice to the other of its decision not to renew the term. Under the agreement, Mr. Kuhns is
entitled to the compensation consisting of $400,000 per year for base salary (plus annual cost of living increases of 3% per year),
an annual bonus at the discretion of the Board of the Directors and other benefits such as family health and dental insurance
coverage and eligibility to participate in profit-sharing, 401K, stock option, bonus and performance award plans that are generally
made available to executive officers of the Company.
On September 24, 2013, the Company and Dean
L. Ledger entered into an Employment Agreement, as amended and restated on October 22, 2013, pursuant to which commencing October
1, 2013 Mr. Ledger is being employed as Chief Executive Officer of the Company for a term of five years. The initial five year
term of employment automatically shall be extended for additional one-year periods unless within 60 days prior to the end of the
term a party gives written notice to the other of its decision not to renew the term. Under the agreement, Mr. Ledger is entitled
to the compensation consisting of $400,000 per year for base salary (plus annual cost of living increases of 3% per year), an
annual bonus at the discretion of the Board of the Directors and other benefits such as family health and dental insurance coverage
and eligibility to participate in profit-sharing, 401K, stock option, bonus and performance award plans that are generally made
available to executive officers of the Company.
On September 24, 2013, the Company and Robert
J. Fasnacht entered into an Employment Agreement, as amended and restated on October 22, 2013, pursuant to which commencing October
1, 2013 Mr. Fasnacht is being employed as President and Chief Operating Officer of the Company for a term of five years. The initial
five year term of employment automatically shall be extended for additional one-year periods unless within 60 days prior to the
end of the term a party gives written notice to the other of its decision not to renew the term. Under the agreement, Mr. Fasnacht
is entitled to the compensation consisting of $360,000 per year for base salary (plus annual cost of living increases of 3% per
year), an annual bonus at the discretion of the Board of the Directors and other benefits such as family health and dental insurance
coverage and eligibility to participate in profit-sharing, 401K, stock option, bonus and performance award plans that are generally
made available to executive officers of the Company.
TRANSACTIONS WITH RELATED
PERSONS, PROMOTERS AND CONTROL PERSONS
Our policy is that a contract or transaction
either between the Company and a director, or between a director and another company in which he is financially interested is
not necessarily void or voidable if the relationship or interest is disclosed or known to the Board of Directors and the stockholders
are entitled to vote on the issue, or if it is fair and reasonable to our company.
On February 26, 2014, the Company sold and
issued a promissory note in the principal amount of $150,000 to Douglas Ledger, the son of Dean L. Ledger, the CEO of NanoFlex
and GPEC.
On April 9, 2014, the Company sold and issued
to Nina Ledger, the daughter of Dean L. Ledger, the CEO of NanoFlex and GPEC, 80,000 shares of Common Stock and warrants to purchase
80,000 shares of Common Stock for investment of a total of $100,000.
On September 24, 2013, Mr. Christopher Conley,
a shareholder holding a majority of the outstanding shares of the Company, and GPEC consummated a Stock Purchase Agreement, pursuant
to which Mr. Conley sold to GPEC an aggregate of 9,000,000 shares of GPEC’s common stock representing approximately 75%
of the then issued and outstanding shares of GPEC common stock for an aggregate sales price of $249,000. GPEC agreed to cancel
the shares purchased from Mr. Conley following the issuance of Common Stock in accordance with the Share Exchange Agreement.
Dean L. Ledger the Chief Executive Officer
of GPEC, loaned GPEC $150,000 in 2010 and an additional $250,000 during 2011. The outstanding loans of $400,000 were
repaid during the first six months of 2013. During the first six months of 2013 Mr. Ledger loaned GPEC an additional $240,000,
which amount was repaid in July 2013.
During 2012 and 2011, GPEC borrowed $2,130,000
and $1,750,000, respectively from Ronald B. Foster, a majority shareholder of the Company. These loans are unsecured, bear interest
at 5% per annum and originally matured December 22, 2012. In connection with the loans, on January 31, 2012, the note holder was
guaranteed 4,000,000 Class A common shares of GPEC. On May 23, 2012, the Company entered into an amended debt agreement with the
shareholder whereby all accrued interest was paid in cash and the interest rate of 5% was replaced with a fixed amount of interest
of $10,000 for all existing debt and any future debt. In 2012, the Company made cash payments on these notes totaling $630,000
and the remaining $4,000,000 was converted to 4,000 shares of Series A Convertible Preferred Stock of GPEC. On September 24, 2013,
such holder of 4,000 shares of Series A Convertible Preferred Stock of GPEC received a total of 4,400,000 shares of Common Stock
and warrant to purchase 4,400,000 shares of Common Stock pursuant to the Share Exchange Agreement.
During the fiscal year ended December 31,
2012 GPEC issued an aggregate of 14,942,500 shares of its common stock to directors, officers and key consultants of GPEC as compensation.
Except the above transactions, neither GPEC
nor the Company was a party to any transaction (where the amount involved exceeded the lesser of $120,000 or 1% of the average
of our assets for the last two fiscal years) in which a director, executive officer, holder of more than five percent of our Common
Stock, or any member of the immediate family of any such person have or will have a direct or indirect material interest and no
such transactions are currently proposed.
The Company’s Board conducts an appropriate
review of and oversees all related party transactions on a continuing basis and reviews potential conflict of interest situations
where appropriate. The Board has not adopted formal standards to apply when it reviews, approves or ratifies any related
party transaction. However, the Board believes that the related party transactions are fair and reasonable to the Company
and on terms comparable to those reasonably expected to be agreed to with independent third parties for the same goods and/or
services at the time they are authorized by the Board.
SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table provides the names and
addresses of each person known to us to own more than 5% of our outstanding shares of Common Stock as of the date of this Prospectus,
and by the officers and directors, individually and as a group as of the date of this Prospectus. Except as otherwise indicated,
all shares are owned directly and the shareholders listed possesses sole voting and investment power with respect to the shares
shown.
Name and Address* of Officers and Directors | |
Office | |
Shares Beneficially
Owned(1) | | |
Percent of Class(2) | |
| |
| |
| | |
| |
Dean L. Ledger | |
CEO, Director | |
| 1,051,023 | (3) | |
| 2.37 | % |
| |
| |
| | | |
| | |
John D. Kuhns | |
Executive Chairman | |
| 1,035,023 | (4) | |
| 2.34 | % |
558 Lime Road | |
| |
| | | |
| | |
Lakeville, CT 06039 | |
| |
| | | |
| | |
| |
| |
| | | |
| | |
Robert J. Fasnacht | |
Director, President, and COO | |
| 1,017,023 | | |
| 2.30 | % |
| |
| |
| | | |
| | |
Joey S. Stone | |
Senior Vice President of Corporate Department | |
| 486,911 | | |
| 1.10 | % |
| |
| |
| | | |
| | |
Amy B. Kornafel | |
CFO, Secretary | |
| 506,911 | (5) | |
| 1.14 | % |
| |
| |
| | | |
| | |
All officers and directors as a group (5 persons) | |
| |
| 4,096,891 | (6) | |
| 9.25 | % |
| |
| |
| | | |
| | |
5% Securities Holders | |
| |
| | | |
| | |
Ronald B. Foster | |
| |
| 24,941,000 | (7) | |
| 56.32 | % |
GPEC Holdings, Inc. | |
| |
| 15,500,616 | (8) | |
| 35.00 | % | |
|
(1) |
Beneficial ownership is determined in accordance with the rules of the Securities
and Exchange Commission and generally includes voting or investment power with respect to securities. Pursuant to Rules 13d-3
and 13d-5 of the Exchange Act, beneficial ownership includes any shares as to which a shareholder has sole or shared voting
power or investment power, and also any shares which the shareholder has the right to acquire within 60 days, including upon
exercise of common shares purchase options or warrants. |
(2) |
Based on 44,282,278 shares of the Company’s Common Stock outstanding as of the date
of this Prospectus. |
(3) |
Includes an aggregate of 34,000 shares which may be acquired upon exercise of immediately
exercisable options. |
(4) |
Includes an aggregate of 18,000 shares which may be acquired upon exercise of immediately
exercisable options. |
(5) |
Includes an aggregate of 20,000 shares which may be acquired upon exercise of immediately
exercisable options. |
(6) |
Includes an aggregate of 72,000 shares which may be acquired upon exercise of immediately
exercisable options. |
(7) |
Includes 12,470,500 shares of the Company’s Common Stock that may be issued upon exercise
of immediately exercisable warrants. |
(8) |
GPEC Holdings, Inc. (“Holdings”) currently holds approximately 35.63% of our outstanding
shares of Common Stock on behalf of the shareholders of Holdings, which will be distributed to the Holdings shareholders on
a pro rata basis (the “Liquidating Distribution”). Holdings shareholders are entitled to the voting rights of
such shares on a pro rata basis and Holdings should vote at the direction of Holdings shareholders or solicit proxy from the
Holdings shareholders to vote on matters of NanoFlex. Holdings shareholders are also entitled to the pecuniary interest of
such shares on a pro rata basis, and Holdings should distribute to the Holdings shareholders any pecuniary interest that may
accrue and derive from such shares. |
* Except as otherwise indicated, the persons
named in this table have sole voting and investment power with respect to all shares of Common Stock shown as beneficially owned
by them, subject to community property laws where applicable and to the information contained in the footnotes to this table.
Unless otherwise indicated, the address of the beneficial owner is 17207 N. Perimeter Dr., Suite 210, Scottsdale, AZ 85255.
Changes in Control
Except as described herein, there are currently
no arrangements which may result in a change in control of the Company.
LEGAL
PROCEEDINGS
There are no material proceedings to which
any director or officer, or any associate of any such director or officer, is a party that is adverse to our Company or any of
our subsidiaries or has a material interest adverse to our Company or any of our subsidiaries. No director or executive officer
has been a director or executive officer of any business which has filed a bankruptcy petition or had a bankruptcy petition filed
against it during the past ten years. No director or executive officer has been convicted of a criminal offense or is the subject
of a pending criminal proceeding during the past ten years. No director or executive officer has been the subject of any order,
judgment or decree of any court permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement
in any type of business, securities or banking activities during the past ten years. No director or officer has been found by
a court to have violated a federal or state securities or commodities law during the past ten years.
In addition, there are no material proceedings
to which any affiliate of our Company, or any owner of record or beneficially of more than five percent of any class of voting
securities of our Company, is a party that is adverse to our Company or any of our subsidiaries or has a material interest adverse
to our Company or any of our subsidiaries. Currently there are no legal proceedings pending or threatened against us. We are not
currently involved in any litigation that we believe could have a materially adverse effect on our financial condition or results
of operations.
There is no action, suit, proceeding, inquiry
or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to
the knowledge of the executive officers of our Company or any of our subsidiaries, threatened against or affecting our Company,
our Common Stock, any of our subsidiaries or of our Company’s or our Company’s subsidiaries’ officers or directors
in their capacities as such, in which an adverse decision could have a material adverse effect.
However, 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.
INDEMNIFICATION OF OFFICERS
AND DIRECTORS
Our by-laws provide for the indemnification
of our directors, officers, employees, and agents, under certain circumstances, against attorney's fees and other expenses incurred
by them in any litigation to which they become a party arising from their association with or activities on our behalf. We will
also bear the expenses of such litigation for any of our directors, officers, employees, or agents, upon such persons promise
to repay us therefore if it is ultimately determined that any such person shall not have been entitled to indemnification. This
indemnification policy could result in substantial expenditures by us, which it may be unable to recoup.
Insofar as indemnification for liabilities
arising under the Securities Act may be permitted to directors, officers and controlling persons pursuant to the foregoing provisions,
or otherwise, we have been advised that in the opinion of the SEC, such indemnification is against public policy as expressed
in the Securities Act and is, therefore unenforceable.
At the present time, there is no pending litigation
or proceeding involving a director, officer, employee or other agent of ours in which indemnification would be required or permitted.
We are not aware of any threatened litigation or proceeding which may result in a claim for such indemnification.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON
ACCOUNTING AND FINANCIAL
DISCLOSURE
Previous Independent Accountants
On October 22, 2013, in connection with the
Company’s acquisition of the assets and operations of GPEC and the related change in control of the Company, Board of Directors
of the Company approved to terminate Messineo & Co., CPAs LLC (“Messineo”) as the Company’s independent
registered public accounting firm.
The Company’s consolidated financial
statements of the fiscal year ended January 31, 2013 were audited by Messineo’s reports on our financial statements,
which did not contain an adverse opinion, a disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope
or accounting principles. Messineo’s reports on our financial statements for the fiscal year ended January 31, 2013, however,
stated that there is substantial doubt about the Company’s ability to continue as a going concern.
During the fiscal year ended January 31, 2013
and through October 22, 2013, (a) there were no disagreements with Messineo on any matter of accounting principles or practices,
financial statement disclosure, auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Messineo,
would have caused it to make reference to the subject matter of the disagreement in connection with its report on the financial
statements for such years and (b) there were no “reportable events” as described in Item 304(a)(1)(v) of Regulation S-K.
New Independent Registered Public Accounting
Firm
On October 22, 2013, the Board of Directors
of the Company ratified and approved the appointment of Malone Bailey, LLP (“Malone Bailey”) as the Company’s
independent registered public accounting firm for the fiscal year ending December 31, 2013. Malone Bailey is located at 9801 Westheimer
Road, Suite 1100, Houston, TX 77042.
During the Company's previous fiscal
years ended September 30, 2012 and 2011 and through May 7, 2013, neither the Company nor anyone on the Company's behalf consulted
with Malone Bailey regarding either (i) the application of accounting principles to a specified transaction, either completed
or proposed, or the type of audit opinion that might be rendered on the Company's financial statements or (ii) any matter that
was either the subject of a disagreement or a reportable event as defined in Item 304(a)(1)(v) of Regulation S-K. Prior
to the Share Exchange Transaction, GPEC had been audited by Malone Bailey.
LEGAL MATTERS
The validity of the shares offered hereby
will be passed upon for us by Ofsink, LLC at 230 Park Avenue, Suite 851, New York, NY 10169.
EXPERTS
Our financial statements as of and for the
years ended December 31, 2013 and 2012, included in this Prospectus and elsewhere in the registration statement, were
audited by Malone Bailey, LLP., an independent registered public accounting firm, as set forth in their reports (which contain
an explanatory paragraph related to our ability to continue as a going concern to our financial statements) appearing herein,
and are included in reliance upon such reports given on the authority of such firm as experts in auditing and accounting.
WHERE YOU CAN FIND MORE
INFORMATION
We have filed with the SEC a Registration
Statement on Form S-1 under the Securities Act with respect to the shares of Common Stock offered by this Prospectus. This Prospectus
does not contain all of the information included in the Registration Statement. For further information pertaining to us and our
Common Stock, you should refer to the Registration Statement and to its exhibits.
The Company is subject to the information
and reporting requirements of the Exchange Act. Reports filed with the SEC pursuant to the Exchange Act, including
proxy statements, annual and quarterly reports, and other reports filed by the Company can be inspected and copied at the public
reference facilities maintained by the SEC at the Headquarters Office, 100 F. Street N.E., Room 1580, Washington, D.C. 20549. The
reader may obtain information on the operation of the public reference room by calling the SEC at 1-800-SEC-0330. The
reader can request copies of these documents upon payment of a duplicating fee by writing to the SEC. Our filings are
also available on the SEC’s internet site at http://www.sec.gov.
You should read this Prospectus and any Prospectus
supplement together with the Registration Statement and the exhibits filed with or incorporated by reference into the Registration
Statement. The information contained in this Prospectus speaks only as of its date unless the information specifically indicates
that another date applies.
We have not authorized any person to give
any information or to make any representations that differ from, or add to, the information discussed in this Prospectus. Therefore,
if anyone gives you different or additional information, you should not rely on it.
No finder, dealer, sales person or other person
has been authorized to give any information or to make any representation in connection with this offering other than those contained
in this Prospectus and, if given or made, such information or representation must not be relied upon as having been authorized
by our Company. This Prospectus does not constitute an offer to sell or a solicitation of an offer to buy any of the securities
offered hereby by anyone in any jurisdiction in which such offer or solicitation is not authorized or in which the person making
such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such offer or solicitation.
[THE FINANCIAL STATEMENTS INCLUDED IN THE
REGISTRATION STATEMENT BEGINNING ON PAGE F-1 WILL BE INSERTED HERE IN THE FINAL PROSPECTUS]
[Back page of Prospectus]
TABLE OF CONTENTS
Until [A DATE WHICH IS 90 DAYS FROM THE
EFFECTIVE DATE OF THIS PROSPECTUS], all dealers that effect transactions in these securities, whether or not participating in
this offering, may be required to deliver a Prospectus. This is in addition to the dealers’ obligation to deliver
a Prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.
We have not authorized any dealer, salesperson
or other person to give you written information other than this Prospectus or to make representations as to matters not stated
in this Prospectus. You must not rely on unauthorized information. This Prospectus is not an offer to sell these securities or
a solicitation of your offer to buy the securities in any jurisdiction where that would not be permitted or legal. Neither the
delivery of this Prospectus nor any sales made hereunder after the date of this Prospectus shall create an implication that the
information contained herein nor the affairs of the issuer have not changed since the date hereof.
THE DATE OF THIS
PROSPECTUS IS DECMBER 10, 2014
NanoFlex Power Corporation
3,295,599 shares of
Common Stock
[DISTRIBUTION PROSPECTUS]
The information in this prospectus
is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities
and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer
to buy these securities in any state or other jurisdiction where the offer or sale is not permitted.
SUBJECT TO COMPLETION DATED DECEMBER
10, 2014
PROSPECTUS
NANOFLEX POWER CORPORATION
Liquidating Distribution of
15,500,616 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 shareholders, of shares of common stock of NanoFlex Power Corporation. The primary offering will be accomplished through
two separate registered transactions: (i) Holdings will liquidate and distribute 15,500,616 shares of restricted common stock
of NanoFlex Power Corporation (“we,” “us,” “NanoFlex” or the “Company” and such
shares, referred to as the “Common Stock” or “NanoFlex Common Stock”), the sole asset of Holdings, to
the stockholders of Holdings on a pro rata basis, after which Holdings will dissolve and wind up (the “Liquidating Distribution”)
and (ii) the resale by the stockholders of Holdings of the shares of NanoFlex Common Stock they receive in the Liquidating Distribution
(the “Primary Resale”).
Stockholders of Holdings entitled to participate
in the Liquidating Distribution will receive one share of NanoFlex Common Stock for every 5 shares that they owned as of the record
date of the distribution, which has been set at____________, 2014. All such shares to be received by the stockholders of Holdings
may only be resold at $2.50 per share pursuant to this Prospectus during the duration of the offering. Fractional shares will
be rounded down to the nearest whole share. These distributions will be made within 30 days of the date of this Prospectus. We
are bearing all costs incurred in connection with the Liquidating Distribution and holders will bear the costs of the Primary
Resale.
Our Common Stock is quoted on the OTC Market
Group Inc.’s OTCQB market tier (the “OTCQB”) and trades under the symbol "OPVS." The last reported
sale price of our Common Stock on the OTCQB was $0.0167 per share on October 29, 2013 and the current bid price as of the date
of this Prospectus is $1.01 per share. There can be no assurance that any active trading market of our Common Stock will
develop in the near future. As a result, you may not be able to sell your Common Stock regardless of how we perform and, if you
are able to sell your Common Stock, you may receive less than your original investment. There can be no assurance that we
will be successful in developing a market for our Common Stock. As a result of these factors, an investment in our
Common Stock is not suitable for investors who require short or medium term liquidity.
Simultaneously with the Liquidating Distribution
and Primary Resale being conducted pursuant to this Prospectus, we are conducting an offering (the “Resale Offering”)
pursuant to another Prospectus (the “Resale Prospectus”), which includes the resale (the “Resale”) of
an aggregate of up to 3,295,599 shares of our Common Stock (the “Resale Shares”) owned by sixty (60) shareholders
(the “Selling Shareholders”). The Liquidating Distribution is expected to be effected as soon as practicable after
the date the registration statement, of which this Prospectus is a part, is declared effective. The sales of the Resale Shares
by the selling stockholders are not covered by this Prospectus. As such, there will be a total of 18,796,239 shares of our
Common Stock registered for resale, or distribution under this and the other Prospectus referred to above, although there is no
guarantee that all of the shares will be sold or distributed.
We are an “emerging growth company”
under the federal securities laws and will be subject to reduced public company reporting requirements. An investment in our Common
Stock may be considered speculative and involves a high degree of risk, including the risk of a substantial loss of your investment. See
“Risk Factors” beginning on page 3 to read about the risks you should consider before buying shares of our
Common Stock. An investment in our Common Stock is not suitable for all investors. We intend to continue
to issue Common Stock after this offering and, as a result, your ownership in us is subject to dilution. See “Risk
Factors—Risks Related to Ownership of Our Common Stock.”
This Prospectus contains important information
that a prospective investor should know before investing in our Common Stock. Please read this Prospectus before investing
and keep it for future reference. We file annual, quarterly and current reports, proxy statements and other information
about us with the SEC, as required. This information will be available free of charge by contacting us at 17207 N.
Perimeter Dr., Suite 210, Scottsdale, AZ 85255 or by telephone at (480) 585-4200. The SEC also maintains a website
at www.sec.gov that contains such information.
Neither the SEC nor any state securities
commission has approved or disapproved of these securities or determined if this Prospectus is truthful or complete. Any representation
to the contrary is a criminal offense.
We may amend or supplement this Prospectus
from time to time by filing amendments or supplements as required and will provide investors with all such subsequent material
information. You should read the entire Prospectus and any amendments or supplements we provide carefully.
The date of this Prospectus
is December 10, 2014.
TABLE OF CONTENTS
SPECIAL NOTE REGARDING
FORWARD-LOOKING STATEMENTS
All statements contained in this Prospectus,
other than statements of historical facts, that address future activities, events or developments, are forward-looking statements,
including, but not limited to, statements containing the words “believe,” “anticipate,” “expect”
and words of similar import. These statements are based on certain assumptions and analyses made by us in light of our experience
and our assessment of historical trends, current conditions and expected future developments as well as other factors we believe
are appropriate under the circumstances. Whether actual results will conform to the expectations and predictions of management,
however, is subject to a number of risks and uncertainties that may cause actual results to differ materially. Such risks are
in the section entitled “Risk Factors” on page 3, and in our SEC filings.
Consequently, all of the forward-looking statements
made in this Prospectus are qualified by these cautionary statements, and there can be no assurance that the actual results anticipated
by management will be realized or, even if substantially realized, that they will have the expected consequences to or effects
on our business operations.
You should rely only on the information contained
in this Prospectus. We have not authorized any other person to provide you with different information. If anyone provides you
with different or inconsistent information, you should not rely on it. No offers are being made hereby in any jurisdiction where
the offer or sale is not permitted. You should assume that the information in this Prospectus is accurate only as of the date
on the cover. Our business, financial condition, results of operations and prospects may have changed since that date.
SUMMARY
This summary highlights selected information
that is presented in greater detail elsewhere in this Prospectus. This summary does not contain all of the information you should
consider before investing in our Common Stock. You should read this entire Prospectus carefully, including the sections titled
“Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,”
and “Description of Business,” and our consolidated financial statements and the related notes included elsewhere
in this Prospectus, before making an investment decision. Unless specifically set forth to the contrary, when used in this
Prospectus the terms “Company,” “NanoFlex,” “GPEC," "we," "us," "our"
and similar terms refer to (i) NanoFlex Power Corporation., a Florida corporation, and (ii) Global Photonic Energy Corporation,
a Pennsylvanian corporation, and “Holdings” refers to GPEC Holdings, Inc., a Pennsylvania corporation.
About Us
NanoFlex Power Corporation, 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 incorporated the business of GPEC and as a result, the Company owns 100% of 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 founded and incorporated on February
7, 1994 and is engaged in the development, commercialization, and licensing of advanced thin film solar technologies and intellectual
property, based on the research of Dr. Mark E. Thompson, then a professor at Princeton University. Since then, our sponsored research
programs at Princeton University, University of Southern California (“USC”) and the University of Michigan (“Michigan”)
have resulted in more than 740 issued or pending patents worldwide covering materials, architectures, and fabrication processes
for organic and inorganic flexible, thin-film photovoltaic technologies. The technology is targeted at, but not limited to, certain
broad applications, including (a) mobile electronic device power, (b) electric vehicle charging or “power paint,”
(c) semi-transparent solar power generating windows or glazing and (d) traditional off-grid and grid-connected solar power generation.
Laboratory feasibility prototypes have been developed that successfully demonstrate key building block principles for these technology
application areas.
Our Common Stock is quoted on the OTCQB under
the symbol “OPVS.” There has not been any trading since October 29, 2013 and the current quote is $1.01/$20,000 (1
x 1).
Emerging Growth Company Status
We are an “emerging growth company,”
as defined in the JOBS Act. For as long as we are an “emerging growth company,” we may take advantage of certain exemptions
from various reporting requirements that are applicable to other public companies that are not “emerging growth companies,”
including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404(b) of the
Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements,
and exemptions from the requirements of holding advisory “say-on-pay” votes on executive compensation and shareholder
advisory votes on golden parachute compensation.
Under the JOBS Act, we will remain an “emerging growth company”
until the earliest of:
● |
the last day of the fiscal year during which we have total annual gross revenues
of $1 billion or more; |
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|
● |
the last day of the fiscal year following the fifth anniversary of the completion of this
offering; |
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|
● |
the date on which we have, during the previous three-year period, issued more than $1 billion in non-convertible debt;
and |
|
|
● |
the date on which we are deemed to be a “large accelerated filer” under the Securities
Exchange Act of 1934, or the Exchange Act. We will qualify as a large accelerated filer as of the first day of the first fiscal
year after we have (i) more than $700 million in outstanding common equity held by our non-affiliates and (ii) been public
for at least 12 months. The value of our outstanding common equity will be measured each year on the last day of our second
fiscal quarter. |
Section 107 of the JOBS Act provides that
we may elect to utilize the extended transition period for complying with new or revised accounting standards. As such, we have
made the election to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(1)
of the JOBS Act. Please refer to a discussion on page 9 under “Risk Factors” of the effect on our financial statements
of such election.
The report of our independent registered public
accounting firm on our financial statements for the years ended December 31, 2013 and 2012 contains an explanatory paragraph which
expresses substantial doubt regarding our ability to continue as a going concern based upon the Company’s net losses of
approximately $39.2 million and $20.8 million for the years ended December 31, 2013 and 2012, respectively. We incurred an additional
loss of approximately $1.69 million for the three months ended March 31, 2014 and we had an accumulated deficit of approximately
$172 million and $133 million as of December 31, 2013 and 2012, respectively.
Corporate Information
Our corporate headquarters are located at
17207 N. Perimeter Dr., Suite 210, Scottsdale, AZ 85255 and our telephone number is (480) 585-4200. We maintain our web site at
http://www.nanoflexpower.com. Information on this web site is not a part of this Prospectus.
Our Relationship with Holdings
On September 10, 2013, GPEC incorporated in
Pennsylvania a wholly-owned subsidiary, GPEC Holdings, Inc. (“Holdings”), which later formed GPEC Sub, Inc. (“GPEC
Sub”). In September 2013, GPEC consummated a short-form merger, in which GPEC Sub was merged into GPEC, GPEC Sub ceased
to exist and GPEC became a wholly-owned subsidiary of Holdings. The purpose of this restructuring was to prepare GPEC to be acquired
by the Company. On September 24, 2013, as a result of the Share Exchange Transaction, Holdings received 15,500,616 shares of our
Common Stock in exchange for 100% of the outstanding equity interests of GPEC.
The Offering
As noted above, this Prospectus covers the
liquidation and distribution of Holdings’ sole assets, the 15,500,616 shares (the “Distribution Shares”) of
our restricted Common Stock, par value $0.0001 per share, to the shareholders of Holdings (the “Liquidating Distribution”),
as well as the resale by the Holdings’ shareholders of such shares at a fixed price of $2.50 pursuant to this Prospectus
during the duration of the offering (the “Primary Resale”).
The Liquidating Distribution is expected to
be effected as soon as practicable after the date the registration statement, of which this Prospectus is a part, is declared
effective, to the holders of record of Holdings common stock on _______, 2014. Holders of record of Holdings common
stock at the close of business on the record date will receive one (1) share of our Common Stock for every five (5) shares of
Holdings common stock held as of the record date. All fractional shares will be rounded down to the nearest whole number.
Estimated use of proceeds
We will not receive any of the proceeds resulting
from the distribution of Common Stock hereunder.
Risks Affecting the Offering and Our Business
Our business and this offering are subject
to various risks. For a description of these risks, see the section titled “Risk Factors” beginning on
page 3 of this Prospectus.
RISK FACTORS
The reader should carefully consider the
risks described below together with all of the other information included in this Prospectus. Some of these risks relate
principally to our business and the industry in which we operate or to the securities markets generally and ownership of our securities
specifically. The statements contained in or incorporated into this Prospectus that are not historic facts are forward-looking
statements that are subject to risks and uncertainties that could cause actual results to differ materially from those set forth
in or implied by forward-looking statements. If any of the following risks actually occurs, our business, financial
condition, or results of operations could be harmed. In that case, the trading price of our Common Stock, if and when
a market for our Common Stock develops, could decline, and an investor in our securities may lose all or part of their investment.
Risks Related to Our Business
The Company has incurred, and expects
to continue to incur, significant losses as we execute our commercialization plan.
The Company’s operating subsidiary was
incorporated under the laws of the Commonwealth of Pennsylvania in February 1994. We have been a development-stage
company since that time, with no revenues to date. Since the Company’s incorporation we have incurred significant
losses. We expect that our expenditures will increase to the extent we continue to develop strategic partnerships to commercialize
our products. We expect these losses to continue until such time, if ever, as we are able to generate sufficient revenues from
the commercial exploitation of our OPV and Gallium Arsenide (“GaAs”) technologies to support our operations. Our
OPV and GaAs technologies may never be incorporated in any commercial applications. The Company may never be profitable.
We may be unable to satisfy our obligations solely from cash generated from operations. If, for any reason, we are unable to make
required payments under our obligations, one or more of our creditors may take action to collect their debts. If we continue to
incur substantial losses and are unable to secure additional financing, we could be forced to discontinue or further curtail our
business operations; sell assets at unfavorable prices; refinance existing debt obligations on terms unfavorable to us; or merge,
consolidate or combine with a company with greater financial resources in a transaction that may be unfavorable to us.
There is doubt about our ability to
continue as a going concern, which may hinder our ability to obtain future financing and force us to cease operations.
Our ability to continue as a going concern
is an issue because to date, we have incurred net operating losses. We anticipate that we will continue to experience net operating
losses and the continuation of our business at the present time is dependent solely on raising capital.
Our net operating losses require that we finance
our operations from outside sources through funding from the sale of our securities. If we are unable to obtain such additional
capital, we will not be able to sustain our operations and would be required to cease our operations. You should consider this
when determining if an investment in our Company is suitable.
Even if we do raise sufficient capital and
generate revenues to support our operating expenses, there can be no assurance that the revenue will be sufficient to enable us
to develop our business to a level where it will generate profits and cash flows from operations, or provide a return on investment.
In addition, if we raise additional funds through the issuance of equity or convertible debt securities, the percentage ownership
of our stockholders could be significantly diluted, the newly-issued securities may have rights, preferences or privileges senior
to those of existing stockholders and the trading price of our Common Stock could be adversely affected. Further, if we obtain
additional debt financing, a substantial portion of our operating cash flow may be dedicated to the payment of principal and interest
on such indebtedness, and the terms of the debt securities issued could impose significant restrictions on our operations. If
we are unable to continue as a going concern, you may lose your entire investment.
Our inability to achieve and sustain
profitability could cause us to go out of business and for you to lose your entire investment.
We are a development-stage company, and have
not generated revenues or earnings to date. We cannot provide any assurance that any of our business strategies will
be successful or that future growth in revenues or profitability will ever be achieved or, if they are achieved, that they can
be consistently sustained or increased on a quarterly or annual basis. If we are unable to grow our business sufficiently
to achieve and maintain positive net cash flow, the Company may not be able to sustain operations and your entire investment may
be lost.
The Company may never develop or license
a product that uses its organic photovoltaic (OPV) or inorganic Gallium Arsenide technologies.
Neither the Company nor anyone else has developed
any product that uses our OPV technologies, nor has the Company licensed its OPV or GaAs technologies to anyone else who has developed
such a product. The Company may never develop a commercially viable use for those technologies, may never achieve commercially
viable performance for our OPV technologies and may never license the Company’s OPV or GaAs technologies to anyone. Even
if the Company or a licensee of the Company does develop a commercially viable product or use, the product may never become profitable,
either because it is not developed quickly enough, or because no market for the product is identified, or otherwise.
Our business is based on new and unproven
technologies, and if our OPV or inorganic Gallium Arsenide technologies fail to achieve the performance and cost metrics that
we anticipate, then we may be unable to develop demand for our products and generate sufficient revenue to support our operations.
Our OPV and GaAs technologies are new and
unproven at commercial scale production, and such technologies may never gain market acceptance, if they do not compare favorably
against competing products on the basis of cost, quality, efficiency and performance. Our business plan and strategies assume
that we will be able to achieve certain milestones and metrics in terms of throughput, uniformity of cell efficiencies, yield,
cost and other production parameters. We cannot assure you that our technologies will prove to be commercially viable in accordance
with our plan and strategies. Further, we or our strategic partners and licensees may experience operational problems with such
technology after its commercial introduction that could delay or defeat the ability of such technology to generate revenue or
operating profits. If we are unable to achieve our targets on time and within our planned budget, then we may not be able to develop
adequate demand for our OPV and GaAs technologies, and our business, results of operations and financial condition could be materially
and adversely affected.
We may not reach profitability if OPV
technology is not suitable for widespread adoption or sufficient demand for our OPV or inorganic Gallium Arsenide technologies
does not develop or develops slower than we anticipate.
The solar energy market is at a relatively
early stage of development and the extent to which solar PV products based on our technologies will be widely adopted is uncertain.
If our OPV and GaAs technologies prove unsuitable for widespread adoption or demand for our OPV and GaAs technologies fails to
develop sufficiently, we may be unable to grow our business or generate sufficient revenue from operations to reach profitability.
In addition, demand for solar modules in our targeted markets may not develop or may develop to a lesser extent than we anticipate.
Many factors may affect the viability of widespread adoption of solar photovoltaic technology and demand for our OPV and GaAs
products, including the following:
● |
performance and reliability of solar modules and thin film technology compared
with conventional and other non-solar renewable energy sources and products; |
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cost-effectiveness of solar modules compared with conventional and other non-solar renewable
energy sources and products; |
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● |
availability of government subsidies and incentives to support the development of the solar
photovoltaic industry; |
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● |
success of other renewable energy generation technologies, such as hydroelectric, wind, geothermal,
solar thermal, concentrated photovoltaic and biomass; |
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● |
fluctuations in economic and market conditions that affect the viability of conventional and
non-solar renewable energy sources, such as increases or decreases in the price of oil and other fossil fuels; |
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fluctuations in capital expenditures by end-users of PV systems, which tend to decrease in
slower economic environments, periods of rising interest rates, or a tightening of the supply of capital; and |
|
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deregulation of the electric power industry and the broader energy industry. |
If we do not reach profitability because our
photovoltaic technology is not suitable for widespread adoption or due to insufficient or timely demand for solar photovoltaic
modules, our financial condition and business could be materially and adversely affected.
Existing regulations and policies and
changes to these regulations and policies may present technical, regulatory and economic barriers to the purchase and use of solar
Photovoltaic products, which may significantly reduce demand for our technologies.
The market for electricity generation products
is heavily influenced by foreign, federal, state and local government regulations and policies concerning the electric utility
industry, as well as policies promulgated by electric utilities. These regulations and policies often relate to electricity pricing
and technical interconnection of customer-owned electricity generation. In the United States and in a number of other countries,
these regulations and policies have been modified in the past and may be modified again in the future. These regulations and policies
could deter end-user purchases of photovoltaic products and investment in the research and development of photovoltaic technology.
For example, without a mandated regulatory exception for photovoltaic systems, utility customers are often charged interconnection
or standby fees for putting distributed power generation on the electric utility grid. If these interconnection standby fees were
applicable to photovoltaic systems, it is likely that they would increase the cost to our end-users of using photovoltaic systems
which could make them less desirable, thereby harming our business, prospects, results of operations and financial condition.
In addition, electricity generated by photovoltaic systems mostly competes with expensive peak hour electricity, rather than the
less expensive average price of electricity. Modifications to the peak hour pricing policies of utilities, such as to a flat rate
for all times of the day, would require photovoltaic systems to achieve lower prices in order to compete with the price of electricity
from other sources.
We anticipate that the installation of products
based on our OPV and GaAs technologies will be subject to oversight and regulation in accordance with national and local ordinances
relating to building codes, safety, environmental protection, utility interconnection and metering and related matters. It is
difficult to track the requirements of individual states and design equipment to comply with the varying standards. Any new government
regulations or utility policies pertaining to our solar modules may result in significant additional expenses to us, our resellers
and their customers and, as a result, could cause a significant reduction in demand for our solar modules.
Our success is dependent on key personnel
of the Company, whom we may not be able to retain or hire.
Our business relies on the efforts and talents
of our researchers and our management. The development and application of our technologies originated and will greatly depend
on the research by Dr. Mark E. Thompson and Dr. Stephen R. Forrest. None of our researchers or executives is currently insured
for the benefit of the Company by key man life insurance. The loss of the services of any of these persons could result in material
adverse effect to the development and commercialization of our technologies. Competition for experienced researchers and management
personnel in the photovoltaic sector is intense, the pool of qualified candidates is very limited, and we may not be able to retain
the services if any of such personnel is no longer serving their present positions.
We may be unable to protect our intellectual
property or keep up with that of our competitors.
We regard our intellectual property as highly
valuable to our business strategy, and intend to rely on the maximum protection provided by law to protect our rights. We
have entered into and continue to use confidentiality agreements with our employees and contractors and, to the extent practicable,
nondisclosure agreements with our suppliers and strategic partners in order to limit access to and disclosure of our information. We
cannot be sure that these contractual arrangements or the other steps taken by us to protect our intellectual property will prove
sufficient to prevent misappropriation of our technology or deter independent third-party development of similar technologies. Our
failure to protect our intellectual property rights could put us at a competitive disadvantage in the future. Any such
failure could have a materially adverse effect on our future business, results of operations and financial condition. We
intend to defend vigorously our intellectual property against any known infringement, but such actions could involve significant
legal fees, and we have no guarantee that such actions will be resolved entirely in our favor. We also cannot be sure
that any steps taken by us will be adequate to prevent misappropriation or infringement of our intellectual property.
We also intend to sell and/or license our
products and technology in countries worldwide, including some with limited ability to protect intellectual property of products
and services sold in those countries by foreign firms. We cannot be sure that the steps taken by us will be adequate
to prevent misappropriation or infringement of our intellectual property in these countries.
We may not have sufficient funds and
may need additional capital to protect and maintain our intellectual property rights.
The Company’s sponsored research has
resulted in over 740 issued or pending patents which are in the names of our sponsored research partners, USC, Princeton and Michigan.
The Company has the exclusive commercial rights to these intellectual property rights and the obligation to maintain, defend and
fund the defense of these patents. The Company has not yet generated any revenue from its operating business and it expects to
have limited cash flow in the near future. In the event of filing infringement lawsuits or defending any infringement suits that
are filed against the Company, relevant expenses and fees will increase substantially therefore harm our profitability. We may
need to raise additional funds to protect and maintain our intellectual property rights.
If we are unable to successfully maintain
or license existing patents, our ability to generate revenues could be substantially impaired.
Our business model is to license or sublicense
our proprietary OPV and GaAs technologies to partners and customers in the photovoltaic industry, and the Company is currently
entitled to the exclusive right to license more than 740 issued or pending patents worldwide. Our ability to be successful in
the future therefore will depend on our continued efforts and success in licensing existing patents, including maintaining and
prosecuting our patents properly. While we expect for the foreseeable future to have sufficient liquidity and capital resources
to maintain the level of maintenance necessary, various factors may require us to have greater liquidity and capital resources
than we currently expect. If we are unable to successfully maintain and license our existing patents, our ability to generate
revenues could be substantially impaired and our business and financial condition could be materially and adversely impacted.
The Company’s proprietary rights
with regard to its OPV and Gallium Arsenide technologies may be challenged.
As part of the sponsored research program,
the Company has obtained exclusive rights to more than 740 patents and various patent applications for use in developing photovoltaic
energy technologies. The Company may obtain rights to additional patents and patent applications under its Sponsored Research
Agreements. However, additional patent applications may never be filed and the Company may never obtain any rights to such applications.
Any patent applications now pending or filed in the future may not result in patents being issued. Any patents now licensed to
the Company, or licensed to us in the future, may not provide the Company with any competitive advantages or prove enforceable.
The Company’s rights to these patents may be challenged by third parties. The cost of litigation to uphold the validity,
or to prevent infringement of patents and to enforce licensing rights can be substantial and beyond the Company’s financial
means. Furthermore, others may independently develop similar technologies or duplicate our OPV and GaAs technologies licensed
to the Company or design around the patented aspects of such technology. In addition, there can be no assurance that the products
and technologies the Company will seek to commercialize will not infringe patents or other rights owned by others, or that licenses
for other’s technology will be available.
Competition is intense in the energy
industry.
The global energy industry is presently dominated
by hydrocarbon, hydroelectric and nuclear-based technologies, and therefore our solar energy-based technologies will primarily
compete against the providers of these established energy sources. However, we also compete directly against large
multinational corporations (including global energy suppliers and generators) and numerous small entities worldwide that are pursuing
the development and commercialization of renewable and non-renewable technologies that might have performance and/or price characteristics
similar or even superior to the Company’s OPV and GaAs technologies. Most of our current competitors are significantly
larger and have substantially greater market presence as well as greater financial, technical, operational, marketing and other
resources and experience than we do. We also expect that new competitors are likely to join existing competitors in this industry.
The Company’s attempt to develop commercially
viable technologies based on Company-funded research will also encounter competition from other academic institutions and/or governmental
laboratories, which are conducting or funding research in alternative technologies similar to the Company’s OPV and GaAs
technologies. These academic institutions and/or governmental laboratories likely will have financial resources substantially
greater than the resources available to the Company. Given the foregoing competitive environment, the Company cannot determine
at this time whether it will be successful in its research efforts or whether such research, even if successful, will be commercially
viable and profitable.
Our business could be adversely affected
by general economic conditions; if we experience a decline in sales our ability to become profitable will decrease.
Our business could be adversely affected in
a number of ways by general economic conditions, including higher interest rates, consumer credit conditions, unemployment and
other economic factors. During economic downturns, we may have greater difficulty in gaining new customers for our
products and services. Our strategies to acquire new customers may not be successful, which, in turn, could have a
material adverse effect on our business, financial condition and results of operations.
We will need additional capital to fund
our growth; we may not be able to obtain sufficient capital on reasonable terms and may be forced to limit the scope of our operations.
If adequate additional financing is not available
to us, or if available, it is likely not available on reasonable terms, we may not be able to fund our future operations and we
would have to modify our business plans accordingly. There is no assurance that additional financing will be available to us.
If we cannot obtain additional funding, we
may be required to: (i) limit internal growth (ii) limited acquisitions of businesses and technology; and (iii) limit the recruitment
and retention of additional key personnel. Such reductions could materially adversely affect our business and our ability
to compete.
Even if we do find a source of additional
capital, we may not be able to negotiate terms and conditions for receiving the additional capital that are acceptable to us.
Any future capital investments could dilute or otherwise materially and adversely affect the holdings or rights of our existing
shareholders. In addition, new equity or convertible debt securities issued by us to obtain financing could have rights, preferences
and privileges senior to our Common Stock. We cannot give you any assurance that any additional financing will be available to
us, or if available, will be on terms favorable to us.
We may encounter substantial competition
in our business and any failure to compete effectively could adversely affect our results of operations.
We anticipate that competitors will continue
to develop competing solar PV technologies and will attempt to commercialize these technologies. If these competing
technologies present a compelling value proposition (price, performance) or are available to market sooner than our technologies,
then our market opportunity could diminish.
If we fail to establish and maintain
an effective system of internal control, we may not be able to report our financial results accurately or to prevent fraud. Any
inability to report and file our financial results accurately and timely could harm our reputation and adversely impact the trading
price of our Common Stock.
Effective internal control is necessary for
us to provide reliable financial reports and prevent fraud. The Company currently does not have an audit committee. If we cannot
provide reliable financial reports or prevent fraud, we may not be able to manage our business as effectively as we would if an
effective control environment existed, and our business and reputation with investors may be harmed. As a result, our small size
and any current internal control deficiencies may adversely affect our financial condition, results of operation and access to
capital. We have not performed an in-depth analysis to determine if historical un-discovered failures of internal controls exist,
and may in the future discover areas of our internal control that need improvement.
Risks Related to Our Common Stock
An investment in the Company’s Common Stock is extremely
speculative and there can be no assurance of any return on any such investment.
An investment in the Company’s Common
Stock is extremely speculative and there is no assurance that investors will obtain any return on their investment. Investors
will be subject to substantial risks involved in an investment in the Company, including the risk of losing their entire investment.
Our shares likely are classified as
a “penny stock” as such term is generally defined in the Securities Exchange Act of 1934 to mean equity securities
with a price of less than $5.00. Our Common Stock is subject to rules that impose sales practice and disclosure requirements on
broker-dealers who engage in certain transactions involving a penny stock.
We are subject to the penny stock rules adopted
by the Securities and Exchange Commission that require brokers to provide extensive disclosure to its customers prior to executing
trades in penny stocks. These disclosure requirements may cause a reduction in the trading activity of our Common Stock, which
in all likelihood would make it difficult for our stockholders to sell their securities.
Under the penny stock regulations, a broker-dealer
selling a penny stock to anyone other than an established customer or accredited investor must make a special suitability determination
regarding the purchaser and must receive the purchaser’s written consent to the transaction prior to the sale, unless the
broker-dealer is otherwise exempt. Generally, an individual with a net worth in excess of $1,000,000, or annual income exceeding
$200,000 individually, or $300,000 together with his or her spouse, is considered an accredited investor.
Because of these regulations, broker-dealers
may encounter difficulties in their attempt to sell shares of our Common Stock, which may affect the ability of selling stockholders
or other holders to sell their shares in the secondary market and have the effect of reducing the level of trading activity in
the secondary market. These additional sales practice and disclosure requirements could impede the sale of our securities. In
addition, the liquidity for our securities may be decreased, with a corresponding decrease in the price of our securities. Our
shares in all probability are subject to such penny stock rules and our stockholders will, in all likelihood, find it difficult
to sell their securities.
There has been a limited trading market
for our Common Stock which may impair your ability to sell your shares.
It is anticipated that there will be a limited
trading market for the Common Stock on the OTCQB. The lack of an active market will impair your ability to sell your shares at
the time you wish to sell them or at a price that you consider reasonable. The lack of an active market will also reduce the fair
market value of your shares. An inactive market may also impair our ability to raise capital by selling shares of capital stock
and may impair our ability to acquire other companies or technologies by using Common Stock as consideration.
We will incur significant costs to ensure
compliance with United States corporate governance and accounting requirements.
We will incur significant costs associated
with our public company reporting requirements, costs associated with newly applicable corporate governance requirements, including
requirements under the Sarbanes-Oxley Act of 2002 and other rules implemented by the Securities and Exchange Commission. We expect
all of these applicable rules and regulations to significantly increase our legal and financial compliance costs and to make some
activities more time consuming and costly. We also expect that these applicable rules and regulations may make it more difficult
and more expensive for us to obtain director and officer liability insurance and we may be required to accept reduced policy limits
and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult
for us to attract and retain qualified individuals to serve on our board of directors or as executive officers. We are currently
evaluating and monitoring developments with respect to these newly applicable rules, and we cannot predict or estimate the amount
of additional costs we may incur or the timing of such costs.
You May Face Significant Restrictions
On The Resale Of Your Shares Due To State "Blue Sky" Laws.
Each state has its own securities laws, often
called "blue sky" laws, which (1) limit sales of securities to a state's residents unless the securities are registered
in that state or qualify for an exemption from registration, and (2) govern the reporting requirements for broker-dealers doing
business directly or indirectly in the state. Before a security is sold in a state, there must be a registration in place to cover
the transaction, or it must be exempt from registration. The applicable broker-dealer must also be registered in that state.
We do not know whether our securities will
be registered or exempt from registration under the laws of any state. A determination regarding registration will be made by
those broker-dealers, if any, who agree to serve as market makers for our Common Stock. We have not yet applied to have our securities
registered in any state and will not do so until we receive expressions of interest from investors resident in specific states
after they have viewed this Prospectus. There may be significant state blue sky law restrictions on the ability of investors to
sell, and on purchasers to buy, our securities. You should therefore consider the resale market for our Common Stock to be limited,
as you may be unable to resell your shares without the significant expense of state registration or qualification.
We have the right to issue shares of
preferred stock. If we were to issue additional preferred stock, it is likely to have rights, preferences and privileges that
may adversely affect the Common Stock.
We are authorized to issue 100,000,000 shares
of “blank check” preferred stock, with such rights, preferences and privileges as may be determined from time-to-time
by our board of directors. There is currently no share of preferred stock issued and outstanding. Our board of directors is empowered,
without stockholder approval, to issue preferred stock in one or more series, and to fix for any series the dividend rights, dissolution
or liquidation preferences, redemption prices, conversion rights, voting rights, and other rights, preferences and privileges
for the preferred stock. The issuance of shares of preferred stock, depending on the rights, preferences and privileges attributable
to the preferred stock, could adversely reduce the voting rights and powers of the Common Stock and the portion of the Company’s
assets allocated for distribution to Common Stockholders in a liquidation event, and could also result in dilution in the book
value per share of the Common Stock being offered. The preferred stock could also be utilized, under certain circumstances, as
a method for raising additional capital or discouraging, delaying or preventing a change in control of the Company, to the detriment
of the investors in the Common Stock being offered. We cannot assure you that the Company will not, under certain circumstances,
issue additional shares of its preferred stock.
Shares eligible for future sale may
adversely affect the market.
From time to time, certain of the Company’s
shareholders may be eligible to sell all or some of their shares of Common Stock by means of ordinary brokerage transactions in
the open market pursuant to Rule 144 promulgated under the Securities Act of 1933, as amended (the “Securities Act”),
subject to certain limitations. Rule 144 permits, under certain circumstances, the sale of securities, without any
limitation, by the Company’s shareholders that are non-affiliates that have satisfied a six-month holding period. Any substantial
sale of the Company’s Common Stock pursuant to Rule 144 or pursuant to any resale Prospectus (including the Resale Offering)
may have a material adverse effect on the market price of the Common Stock.
We do not anticipate paying any cash
dividends in the foreseeable future, which may reduce your return on an investment in our Common Stock.
We plan to use all of our earnings, to the
extent we have earnings, to fund our operations. We do not plan to pay any cash dividends in the foreseeable future. We cannot
guarantee that we will, at any time, generate sufficient surplus cash that would be available for distribution as a dividend to
the holders of our Common Stock. Therefore, any return on your investment would derive from an increase in the price of our stock,
which may or may not occur.
We may raise capital through a securities
offering that could dilute your ownership interest and voting rights.
We require substantial working capital to
fund our business. If we raise additional funds through the issuance of equity, equity-related or convertible debt securities,
these securities may have rights, preferences or privileges senior to those of the holders of our Common Stock. The issuance of
Common Stock or securities convertible into Common Stock by our board of directors will also have the effect of diluting the proportionate
equity interest and voting power of holders of our Common Stock.
Our principals will beneficially own
18.03% of our Common Stock post Liquidating Distribution, which will provide them with substantial control over our corporate
actions.
Our directors and executive officers will
beneficially own approximately an aggregate of 18.03% of our outstanding shares of Common Stock post Liquidating Distribution
(including shares issuable upon the exercise of vested options). These shareholders, acting individually or as a group, could
exert control over matters such as electing directors, amending our articles of incorporation or bylaws, and approving mergers
or other business combinations or transactions. In addition, because of the percentage of ownership and voting concentration
in these principal shareholders, elections of our board of directors will generally be within the control of these shareholders.
While all of our shareholders are entitled to vote on matters submitted to our shareholders for approval, the concentration of
shares and voting control presently lies with these principal shareholders. As such, it would be difficult for shareholders
to propose and have approved proposals not supported by these principal shareholders and their affiliated entities. There
can be no assurance that matters voted upon by our officers and directors in their capacity as shareholders will be viewed favorably
by all shareholders of our company. The stock ownership of our principal shareholders and their affiliated entities may
discourage a potential acquirer from seeking to acquire shares of our Common Stock which, in turn, could reduce our stock price
or prevent our shareholders from realizing a premium over our stock price.
The issuance of the Company’s
stock upon exercise of warrants, options and other securities could encourage short sales by third parties, which could contribute
to the future decline of the Company’s stock price and materially dilute existing stockholders' equity and voting rights.
If the shares issued upon exercise of warrants,
options or other convertible securities are sold into the market and exceed the market's ability to absorb the increased number
of shares of stock, such shares have the potential to cause significant downward pressure on the price of the Company’s
Common Stock. The opportunity exists for short sellers and others to contribute to the future decline of the Company’s stock
price. If there are significant short sales of the Company’s stock, the price decline that would result from this activity
will cause the share price to decline more so, which, in turn, may cause long holders of the stock to sell their shares thereby
contributing to sales of stock in the market. If there is an imbalance on the sell side of the market for the stock, our stock
price will decline.
For as long as we are an emerging growth
company, we will not be required to comply with certain reporting requirements, including those relating to accounting standards
and disclosure about our executive compensation, that apply to other public companies.
In April 2012, the President signed into law
the Jumpstart Our Business Startups Act, or the JOBS Act. The JOBS Act contains provisions that, among other things, relax certain
reporting requirements for “emerging growth companies,” including certain requirements relating to accounting standards
and compensation disclosure. We are classified as an emerging growth company. For as long as we are an emerging growth company,
which may be up to five full fiscal years, unlike other public companies, we will not be required to, among other things, (1)
provide an auditor’s attestation report on management’s assessment of the effectiveness of our system of internal
control over financial reporting pursuant to Section 404(b) of the Sarbanes Oxley Act of 2002, (2) comply with any new requirements
adopted by the Public Company Accounting Oversight Board, or the PCAOB, requiring mandatory audit firm rotation or a supplement
to the auditor’s report in which the auditor would be required to provide additional information about the audit and the
financial statements of the issuer, (3) comply with any new audit rules adopted by the PCAOB after April 5, 2012 unless the SEC
determines otherwise, (4) provide certain disclosure regarding executive compensation required of larger public companies or (5)
hold shareholder advisory votes on executive compensation.
Further, our independent registered public
accounting firm is not yet required to formally attest to the effectiveness of our internal controls over financial reporting,
and will not be required to do so for as long as we are an “emerging growth company” pursuant to the provisions of
the JOBS Act.
Under the JOBS Act we have elected to
use an extended period for complying with new or revised accounting standards.
We have elected to use the extended transition
period for complying with new or revised accounting standards under Section 102(b)(1), which allows us to delay adoption of new
or revised accounting standards that have different effective dates for public and private until those standards apply to private
companies. As a result of this election, our financial statements may not be comparable to companies that comply with public company
effective dates.
THE
OFFERING
Summary of the Transactions Covered by
this Registration Statement and Prospectus
As noted above, this Prospectus covers the
liquidation and distribution of Holdings’ sole assets, the 15,500,616 shares (the “Distribution Shares”) of
our Common Stock, par value $0.0001 per share, to the shareholders of Holdings (the “Liquidating Distribution”).
The Liquidating Distribution
The Distribution Shares will be issued in
connection with a Liquidating Distribution of the NanoFlex Common Stock from Holdings summarized below and described in more detail
in the section entitled “The Liquidating Distribution” on page 12.
The following is a brief summary of the material
terms and conditions of the Liquidating Distribution. Please see “Questions and Answers about the Company and the Liquidating
Distribution” for a more detailed description of the matters described below.
The Liquidating Distribution is expected to
be effected as soon as practicable after the date the registration statement, of which this Prospectus is a part, is declared
effective, to the holders of record of Holdings common stock on _________, 2014. Holders of record of Holdings common
stock at the close of business on the record date will receive one (1) share of restricted Common Stock of NanoFlex for every
five (5) shares of Holdings common stock. All fractional shares will be rounded down to the nearest whole number. A
book-entry account statement reflecting your ownership of whole shares of our Common Stock will be mailed to you, or your brokerage
account will be credited for the shares, within 30 days of the date of the Liquidating Distribution.
We have not applied to register the Distribution
Shares in any state. An exemption from registration will be relied upon in the states where the Distribution Shares are distributed
and may only be traded in such jurisdictions after compliance with applicable securities laws. The Distribution Shares may not
be eligible for sale or resale in such jurisdictions. We will apply to register the shares in several states for secondary trading;
however we are under no requirement to do so.
Holdings shareholders will not be required
to make any payment for the Distribution Shares, nor will they be required to surrender or exchange their shares of Holdings common
stock or take any other action in order to receive our Common Stock in the Liquidating Distribution.
The Liquidating Distribution may be taxable
for Holdings shareholders. We do not have any ruling from the U.S. Internal Revenue Service nor do we have a favorable opinion
by our accounting firm or any other expert confirming the Liquidating Distribution’s tax status, nor do we plan to obtain
one. Holdings shareholders should consult with their own tax advisor as to the particular consequences of the Liquidating
Distribution to them.
No action will be required of Holdings shareholders
to receive the Distribution Shares. If you held your Holdings shares as of the record date in a brokerage account, your shares
of our Common Stock will be credited to that account. If you held your shares in certificated form, a certificate representing
shares of your Common Stock will be mailed to you by the distribution agent. The mailing process is expected to take about thirty
(30) days.
QUESTIONS
AND ANSWERS ABOUT THE COMPANY AND THE LIQUIDATING DISTRIBUTION
Set forth below are commonly asked questions
and answers about the Liquidating Distribution. You should read the section entitled “The Liquidating Distribution”
beginning on page 12 of this Prospectus for a more detailed description of the matters described below.
Q. Why am I receiving this document?
A. We are delivering this document to you
because you were a holder of common stock of GPEC Holdings, Inc. (“Holdings”) on the record date for the Liquidating
Distribution of shares of our Common Stock. Accordingly, you are entitled to receive every (1) share of NanoFlex
Common Stock for five (5) shares of Holdings common stock that you held on the record date. Immediately after the Liquidating
Distribution, Holdings shareholders will still own their shares of Holdings common stock and the same shareholders will own a
portion of our business, but they will own them as two separate investments rather than as a single investment. As soon as practicable
after the Liquidating Distribution is completed, Holdings will wind up and dissolve. No action is required for you
to participate in the Liquidating Distribution.
Q. What is the Liquidating Distribution?
A. The Liquidating Distribution is the liquidation
and distribution of Holdings’ sole assets, the shares of restricted NanoFlex Common Stock, by Holdings to holders of Holdings
common stock on a pro rata basis, and Holdings will wind up and dissolve thereafter.
Q. What is NanoFlex?
A. Holdings acquired 35.63% of NanoFlex’s
issued and outstanding Common Stock through a share exchange transaction among NanoFlex, GPEC and Holdings on September 24, 2013,
where Holdings received a total of 15,500,616 shares of NanoFlex Common Stock in exchange of 100% of the outstanding equity interests
of GPEC (the “Share Exchange Transaction”). Following the Share Exchange Transaction, NanoFlex is currently engaged
in the development, commercialization, and licensing of advanced thin film solar technologies and intellectual property, based
on the research of Dr. Mark E. Thompson, then a professor at Princeton University. Since then, GPEC’s sponsored research
programs at Princeton University, University of Southern California (“USC”) and the University of Michigan (“Michigan”)
have resulted in more than 740 issued or pending patents worldwide covering materials, architectures, and fabrication processes
for organic and inorganic flexible, thin-film photovoltaic technologies. Following the Liquidating Distribution, we will
be independent from Holdings, and Holdings will not retain any ownership interest in us.
Q. Why is Holdings separating the Company
and distributing its stock?
A. We believe that since our business is not
related to Holdings’, Holdings will distribute its only assets to its shareholders and wind up and dissolve after the Liquidating
Distribution. Management will be able to better operate, value, and capitalize NanoFlex along with being able to better attract
synergistic products and talent to grow our business. For a further explanation of the reasons for the Liquidating
Distribution and more information about our business, see “The Liquidating Distribution – Reasons for the Liquidating
Distribution” and “Business.”
Q. What is the record date for the Liquidating Distribution?
A. The record date is __________, 2014, and
ownership was determined as of 4:00 p.m., Eastern Time, on that date.
Q. When will the Liquidating Distribution occur?
A. The Liquidating Distribution is expected
to be effected as soon as practicable after the date the registration statement, of which this Prospectus is a part, is declared
effective (the “Distribution Date”).
Q. Will every stockholder share in proportion
to their holdings in Holdings?
A. Yes, holders of record of Holdings common
stock at the close of business on the record date will receive one (1) share of Common Stock of NanoFlex for every five (5) shares
of Holdings common stock, resulting in a pro rata distribution of NanoFlex’s shares to Holdings shareholders.
Q. Will Holdings distribute fractional
shares?
A. No. Fractional shares will be rounded down
to the nearest whole number. Any remaining undistributed NanoFlex shares will be returned to NanoFlex for cancellation.
Q. What does a Holdings shareholder need
to do now?
A. Holdings shareholders do not
need to take any action, although we urge you to read this entire document carefully. The approval of Holdings’
majority shareholders was already obtained to effect the Liquidating Distribution, and Holdings shareholders have no appraisal
rights in connection with the Liquidating Distribution. Holdings is not seeking a proxy from any shareholders, and
you are requested not to send us a proxy.
Holdings shareholders will not be required
to pay anything for the shares of NanoFlex Common Stock distributed in the Liquidating Distribution or to surrender any shares
of Holdings common stock. Holdings shareholders should not send in their Holdings stock certificates. Holdings
shareholders will automatically receive their shares of NanoFlex Common Stock when the Liquidating Distribution is completed.
The NanoFlex shares to be distributed to the
Holdings shareholders may only sell the Distribution Shares at a fixed price of $2.50 per share pursuant to this Prospectus during
the duration of the offering.
Q. Are there risks to owning NanoFlex Common
Stock?
A. Yes. Our business is subject
to both general and specific risks relating to our operations. In addition, the Liquidating Distribution presents risks
relating to our becoming an independent publicly traded company as well as risks relating to the nature of the Liquidating Distribution
itself. See “Risk Factors.”
Q. What are the federal income tax consequences
of the Liquidating Distribution to Holdings shareholders?
A. The Liquidating Distribution may be taxable
to Holdings shareholders. If Holdings shareholders do not recognize gain or loss on the receipt of shares of NanoFlex Common Stock
in the Liquidating Distribution, Holdings shareholders will apportion their tax basis in their Holdings common stock between such
Holdings common stock and our Common Stock received in the Liquidating Distribution in proportion to the relative fair market
values of such stock at the time of the Liquidating Distribution. A Holdings shareholder’s holding period for
our Common Stock received in the Liquidating Distribution will include the period for which that shareholder’s Holdings
common stock was held.
If instead the Liquidating Distribution is
determined to be a taxable transaction, a taxable U.S. shareholder receiving shares of our Common Stock in the Liquidating Distribution
would be treated as if such shareholder had received a taxable distribution in an amount equal to the fair market value of our
Common Stock received, which, based on Holdings facts, could potentially give rise to a dividend. Subject to certain
limitations, this dividend would be taxable to individuals at a 15% rate. In addition, if the Liquidating Distribution is
treated as a taxable transaction, a shareholder’s tax basis in our Common Stock would be equal to its fair market value
at the time of the Liquidating Distribution, and the holding period in our Common Stock would begin the day after the Liquidating
Distribution. Depending on the circumstances, in a taxable Liquidating Distribution transaction, non-U.S. shareholders may
be subject to a withholding tax at a rate of 30% on the fair market value of the Common Stock received by them. See also “The
Liquidating Distribution – Important Federal Income Tax Consequences;” however, you should consult your own tax advisor
as to the particular consequences of the Liquidating Distribution to you.
Q. What if I want to sell my Holdings common
stock or my NanoFlex Common Stock?
A. You should consult with your own financial
advisors, such as your stockbroker, bank, or tax advisor. Neither we nor Holdings makes any recommendation on the purchase,
retention, or sale of shares of Holdings common stock or NanoFlex Common Stock to be distributed. If you do decide to sell any
shares, you should make sure your stockbroker, bank, or other nominee understands whether you want to sell your Holdings common
stock or your NanoFlex Common Stock after it is distributed, or both.
Q. Where will I be able to trade shares
of my NanoFlex Common Stock?
A. NanoFlex Common Stock is currently quoted
on the OTC Market Group, Inc.’s OTCQB market, however there is no active trading market for NanoFlex Common Stock at the
present time. There is no guarantee that an active trading market for NanoFlex Common Stock will be developed.
Q. Where can Holdings shareholders get
more information?
A. Before or after the Liquidating Distribution,
if you have any questions relating to the Liquidating Distribution, you should contact:
NanoFlex Power Corporation |
Investor Relations |
17207 N. Perimeter Dr., Suite 210 |
Scottsdale, AZ 85255 |
1-800-599-4426
investorrelations@nanoflexpower.com |
Q. Who will be the distribution agent,
transfer agent, and registrar for NanoFlex Common Stock?
A. The distribution agent for our Common Stock
will be VStock Transfer, LLC. After the Liquidating Distribution, the transfer agent and registrar for our Common Stock will be
VStock Transfer, LLC.
THE LIQUIDATING DISTRIBUTION
Background Information
On September 10, 2013, GPEC was incorporated
in Pennsylvania a wholly-owned subsidiary, Holdings, which later formed GPEC Sub, Inc. (“GPEC Sub”) as a wholly-owned
subsidiary of Holdings. In September 2013, GPEC consummated a short-form merger, in which GPEC Sub was merged into GPEC, GPEC
Sub ceased to exist and GPEC became a wholly-owned subsidiary of Holdings. The purpose of this restructuring was to prepare GPEC
to be acquired by NanoFlex. On September 24, 2013, as a result of the Share Exchange Transaction, Holdings received 15,500,616
shares of NanoFlex Common Stock in exchange for 100% of the outstanding equity interests of GPEC and GPEC became the wholly-owned
subsidiary of NanoFlex. Holdings is obligated to hold such NanoFlex Common Stock on behalf of and for the benefit of the Holdings
shareholders. Holdings shareholders are entitled to the voting rights of the Distribution Shares on a pro rata basis and Holdings
should vote at the direction of Holdings shareholders or solicit proxy from the Holdings shareholders to vote on matters of NanoFlex.
Holdings shareholders are also entitled to the pecuniary interest of the Distribution Shares on a pro rata basis, and Holdings
should distribute to the Holdings shareholders any pecuniary interest that may accrue and derive from the Distribution Shares.
On February 10, 2014, the Holdings board of
directors approved the liquidation and distribution of 15,500,616 shares of our Common Stock to holders of Holdings common stock
of record as of a date later designated by an authorized Holdings’ officer on a pro-rata basis. Shareholders holding a majority
of voting shares of Holdings also approved the Liquidating Distribution on February 10, 2014.
After the distribution, these shares will
represent approximately 35.63% of our outstanding Common Stock immediately prior to the distribution. Immediately after the distribution,
we expect to have approximately 663 holders of record and 43,327,278 shares of our Common Stock outstanding. Upon completion of
the Liquidating Distribution, it is expected that Holdings will no longer hold any of our Common Stock and Holdings will wind
up and dissolve. The liquidation and distribution of shares of our Common Stock by Holdings will not affect the number of our
outstanding shares of Common Stock or any rights of our stockholders.
Reasons for the Liquidating Distribution
Holdings believes that the Liquidating Distribution
would enhance value for its shareholders and our shareholders by creating significant opportunities and benefits, including:
● |
performance and reliability of solar modules and thin film technology compared
with conventional and other non-solar renewable energy sources and products; |
|
|
● |
cost-effectiveness of solar modules compared with conventional and other non-solar renewable
energy sources and products; |
|
|
● |
availability of government subsidies and incentives to support the development of the solar
photovoltaic industry; |
|
|
● |
success of other renewable energy generation technologies, such as hydroelectric, wind, geothermal,
solar thermal, concentrated photovoltaic and biomass; |
|
|
● |
fluctuations in economic and market conditions that affect the viability of conventional and
non-solar renewable energy sources, such as increases or decreases in the price of oil and other fossil fuels; |
|
|
● |
fluctuations in capital expenditures by end-users of PV systems, which tend to decrease in
slower economic environments, periods of rising interest rates, or a tightening of the supply of capital; and |
|
|
● |
deregulation of the electric power industry and the broader energy industry. |
The negative factor associated with the Liquidating
Distribution is the uncertainty of value and liquidity of our stock. There is also no certainty that we will be able to raise
the capital we need as a public company.
Manner of Effecting the Liquidating Distribution
Holdings shareholders of record on ______________,
2014 are not required to pay for shares of our Common Stock to be received in connection with the Liquidating Distribution. No
additional vote of Holdings shareholders is required or sought in connection with the Liquidating Distribution, and Holdings record
holders have no appraisal rights in connection with the Liquidating Distribution.
The Liquidating Distribution is expected to
be effected as soon as practicable after the date the registration statement, of which this Prospectus is a part, is declared
effective, to the holders of record of Holdings common stock on ____________, 2014. Holders of record of Holdings common
stock at the close of business on the record date will receive one (1) share of restricted Common Stock of NanoFlex for every
five (5) shares of Holdings common stock, resulting in a pro rata distribution of NanoFlex’s shares to Holdings shareholders. All
fractional shares will be rounded down to the nearest whole number. A book-entry account statement reflecting your ownership
of whole shares of our Common Stock will be mailed to you, or your brokerage account will be credited for the shares, within 30
days of the date of the Liquidating Distribution.
We have not applied to register the Distribution
Shares in any state. An exemption from registration will be relied upon in the states where the Distribution Shares are distributed
and may only be traded in such jurisdictions after compliance with applicable securities laws. The Distribution Shares may not
be eligible for sale or resale in such jurisdictions. We will apply to register the shares in several states for secondary trading;
however we are under no requirement to do so.
Results of the Liquidating Distribution
Following the Distribution Date, we will be
an independent, reporting company owning and operating a business in the research and development of flexible, thin-film organic
photovoltaic (“OPV”) and inorganic Gallium Arsenide (“GaAs”) technologies. Following the Liquidating Distribution,
we will have 43,327,278 shares outstanding, presuming no other shares are issued in the interim. Shareholder approval of the Liquidating
Distribution was not required, and Holdings shareholders are not required to take any action to receive their NanoFlex Common
Stock. After the completion of the Liquidating Distribution, Holdings will wind up and dissolve.
Important Federal Income Tax Consequences
This summary discusses material federal income
tax consequences to Holdings shareholders who receive our Common Stock in the Liquidating Distribution. This discussion is based
upon the Internal Revenue Code, Treasury regulations, published positions of the Internal Revenue Service (the “IRS”),
judicial decisions, and other applicable authorities, all as currently in effect, and all of which are subject to change or differing
interpretations, possibly with retroactive effect. Any such change or differing interpretation could affect the accuracy of this
discussion. The discussion does not address the effects of the Liquidating Distribution under any state, local, or foreign tax
laws.
The Liquidating Distribution may be taxable
to the Holdings shareholders for U.S. federal income tax purposes. You are urged to consult a tax advisor to determine the particular
tax consequences of the Liquidating Distribution to you, including the effect of any federal, state, local, and any other tax
laws.
YOU SHOULD CONSULT YOUR OWN TAX ADVISOR
REGARDING THE SPECIFIC TAX CONSEQUENCES TO YOU OF THE LIQUIDATING DISTRIBUTION, INCLUDING THE APPLICABILITY AND EFFECT OF U.S.
FEDERAL, STATE, LOCAL, AND FOREIGN INCOME AND OTHER TAX LAWS, IN LIGHT OF YOUR PARTICULAR CIRCUMSTANCES AND THE EFFECT OF POSSIBLE
CHANGES IN LAW ON THE TAX CONSEQUENCES DESCRIBED IN THIS SUMMARY.
Market for Our Common Stock
NanoFlex Common Stock is currently quoted
on OTC Markets Group, Inc.’s OTCQB under the symbol “OPVS.” Our trading symbol was changed from “UTCH”
to “OPVS” on December 26, 2013 following the change of the Company’s corporate name from “Universal Technology
Systems Corp.” to “NanoFlex Power Corporation.” There is currently a limited trading market for our Common Stock.
The latest and only reported closing price of our Common Stock was $0.0167 on October 29, 2013 and the current bid price as of
the date of this Prospectus is $1.01 per share. We cannot, however, ensure that an active trading market will exist thereafter.
Shares of our Common Stock distributed to
holders in connection with the Liquidating Distribution may only be sold in the Primary Resale by the Holdings’ shareholders
at a fixed price of $2.50 pursuant to this Prospectus during the duration of the offering.
USE
OF PROCEEDS
We will not receive any proceeds from the
distribution of our Common Stock in the Liquidating Distribution.
PLAN
OF DISTRIBUTION
Distribution Shares
This Prospectus covers the liquidation and
distribution of 15,500,616 shares of our restricted Common Stock owned by Holdings. The Liquidating Distribution will be accomplished
upon effectiveness of the Registration Statement of which this Prospectus is a part. The mechanics of the Liquidating Distribution
will be performed by our transfer agent, VStock Transfer, LLC.
Distributing company: |
GPEC Holdings, Inc. (“Holding”). |
|
|
Shares to be distributed: |
15,500,616 shares of our restricted Common Stock. The shares to be distributed
in the Liquidating Distribution will represent approximately 35.63% shares of our outstanding Common Stock. |
|
|
Distribution ratio: |
One share of our Common Stock for every 5 shares of Holdings common stock owned of record
on ______________, 2014. No cash distributions will be paid and any fractional share will be rounded down to the nearest whole
share. |
|
|
No payment required: |
No holder of Holdings common shares will be required to make any payment, exchange any shares
or take any other action in order to receive our Common Stock to be issued in the Liquidating Distribution. |
|
|
Record date: |
The record date for Holdings’ distribution of our Common Stock is _________, 2014. Persons
who have bought their Holdings common shares after the record date are not entitled to participate in the distribution. |
|
|
Prospectus mailing date: |
________________, 2014. We will mail this Prospectus to you on or about this date. |
|
|
Distribution date: |
The distribution date will be a date within 10 days following the Prospectus mailing date
designated above. If you hold your Holdings common shares in a brokerage account, your shares of our Common Stock will be
credited to that account. If you hold Holdings common shares in a certificated form, a certificate representing your shares
of our Common Stock will be mailed to you. The mailing process is expected to take approximately 30 days from the distribution
date. |
|
|
Distribution agent: |
VStock Transfer, LLC |
All the Distribution Shares to be distributed
may only be resold in the Primary Resale at a fixed price of $2.50 during the duration of the offering.
Holdings and the Company, as well as each
recipient of the Distribution Shares will be deemed as an "underwriter" within the meaning of the Securities Act of
1933 in connection with the Primary Resale as well as the Liquidating Distribution. The following table lists each recipient of
the Distribution Shares, as well as their holdings before and after their offering of shares pursuant to this Prospectus.
Name
of Shareholder | |
Beneficial
Ownership Prior to Liquidating Distribution | | |
Percentage
of Stock Owned by Shareholder Prior to Liquidating Distribution | | |
Number
of Shares of Common Stock to Receive in Liquidating Distribution | | |
Beneficial
Ownership After Liquidating Distribution(1), (2) | | |
Percentage
of Stock Owned by Shareholder After Offering | |
A & M REAL ESTATE LLC(98) | |
| - | | |
| 0.0 | % | |
| 30,000 | | |
| - | | |
| 0.0 | % |
JOHN ABATE | |
| - | | |
| 0.0 | % | |
| 2,000 | | |
| - | | |
| 0.0 | % |
STEVEN V. ABRAMSON | |
| - | | |
| 0.0 | % | |
| 18,400 | | |
| - | | |
| 0.0 | % |
FOUAD EL ADLI | |
| - | | |
| 0.0 | % | |
| 4,000 | | |
| - | | |
| 0.0 | % |
RICKEY C. AINSWORTH | |
| - | | |
| 0.0 | % | |
| 70,000 | | |
| - | | |
| 0.0 | % |
ALAN E. AND BARBARA M. OLDS REVOCABLE
TR | |
| - | | |
| 0.0 | % | |
| 2,000 | | |
| - | | |
| 0.0 | % |
QUEST IRA, INC., FBO THOMAS ALBRO, IRA
#1457511(99) | |
| - | | |
| 0.0 | % | |
| 4,000 | | |
| - | | |
| 0.0 | % |
PHILIP G. ALLEN | |
| - | | |
| 0.0 | % | |
| 160,000 | | |
| - | | |
| 0.0 | % |
SANDRA DANIELS ALLEN | |
| - | | |
| 0.0 | % | |
| 2,000 | | |
| - | | |
| 0.0 | % |
ANTHONY AMATO | |
| - | | |
| 0.0 | % | |
| 2,000 | | |
| - | | |
| 0.0 | % |
AMERICAN BIOMIMETICS CORPORATION (100) | |
| - | | |
| 0.0 | % | |
| 169,100 | | |
| - | | |
| 0.0 | % |
BENKIRANE A. AMINE | |
| - | | |
| 0.0 | % | |
| 16,000 | | |
| - | | |
| 0.0 | % |
PATRICK ANDERSEN | |
| - | | |
| 0.0 | % | |
| 5,760 | | |
| - | | |
| 0.0 | % |
JAMES T. ANDERSON | |
| 605,768 | (5) | |
| 1.4 | % | |
| 7,000 | (6) | |
| 605,768 | | |
| 1.4 | % |
ANTHONY Y.K. KIM, PROFIT SHARING PLAN(101) | |
| - | | |
| 0.0 | % | |
| 2,000 | | |
| - | | |
| 0.0 | % |
ARVID AND KATHLEEN B. MAGNUSON | |
| - | | |
| 0.0 | % | |
| 1,250 | | |
| - | | |
| 0.0 | % |
STEVE ATKINS | |
| - | | |
| 0.0 | % | |
| 200 | | |
| - | | |
| 0.0 | % |
AVALANCHE RESOURCES(102) | |
| - | | |
| 0.0 | % | |
| 130,000 | | |
| - | | |
| 0.0 | % |
AVALANCHE RESOURCES, LTD.(103) | |
| - | | |
| 0.0 | % | |
| 800 | | |
| - | | |
| 0.0 | % |
JENI S. BAGNATO | |
| 25,168 | (9) | |
| 0.1 | % | |
| 10,750 | (10) | |
| 25,168 | | |
| 0.1 | % |
DALE L. BAKER & LYNN E. BAKER | |
| 20,000 | | |
| 0.0 | % | |
| 1,000 | | |
| 20,000 | | |
| 0.0 | % |
BRUCE BALDWIN | |
| - | | |
| 0.0 | % | |
| 8,000 | | |
| - | | |
| 0.0 | % |
ELLIS M. BALSAM | |
| - | | |
| 0.0 | % | |
| 328 | | |
| - | | |
| 0.0 | % |
LOUIS P. BANSBACH IV, MANAGER, BLUE
TIGER VENTURES LLC(104) | |
| - | | |
| 0.0 | % | |
| 8,800 | | |
| - | | |
| 0.0 | % |
BARBARA K. BURNS REVOCABLE TRUST, U/I
DATED 02/11/2004(11) | |
| 100,452 | (12) | |
| 0.2 | % | |
| 5,000 | (13) | |
| 100,452 | | |
| 0.2 | % |
KENNETH BARBATI | |
| - | | |
| 0.0 | % | |
| 1,000 | | |
| - | | |
| 0.0 | % |
BARRY BARNHOLTZ | |
| 50,822 | (14) | |
| 0.1 | % | |
| 29,000 | (15) | |
| 50,822 | | |
| 0.1 | % |
BAYOU SOLAR INVESTMENTS, LLC(16) | |
| 175,192 | (17) | |
| 0.4 | % | |
| 25,000 | (18) | |
| 175,192 | | |
| 0.4 | % |
STUART E. BECK | |
| - | | |
| 0.0 | % | |
| 8,200 | | |
| - | | |
| 0.0 | % |
HILLARY BECKER | |
| - | | |
| 0.0 | % | |
| 500 | | |
| - | | |
| 0.0 | % |
LEONARD BECKER | |
| - | | |
| 0.0 | % | |
| 16,000 | | |
| - | | |
| 0.0 | % |
JOHN D. BEEBE, JR. AND CAMILLA BEEBE | |
| - | | |
| 0.0 | % | |
| 2,500 | | |
| - | | |
| 0.0 | % |
CLAIRE BEEVERS | |
| - | | |
| 0.0 | % | |
| 1,000 | | |
| - | | |
| 0.0 | % |
ALI BENKIRANE | |
| - | | |
| 0.0 | % | |
| 32,000 | | |
| - | | |
| 0.0 | % |
MURRAY BENRUBI | |
| - | | |
| 0.0 | % | |
| 1,000 | | |
| - | | |
| 0.0 | % |
AMANDA BERMAN | |
| - | | |
| 0.0 | % | |
| 250 | | |
| - | | |
| 0.0 | % |
CARY BERMAN | |
| - | | |
| 0.0 | % | |
| 1,000 | | |
| - | | |
| 0.0 | % |
SAMANTHA BERMAN | |
| - | | |
| 0.0 | % | |
| 250 | | |
| - | | |
| 0.0 | % |
JEFFREY W. BERNSTEIN AND SHARON
S. BERNSTEIN | |
| - | | |
| 0.0 | % | |
| 600 | | |
| - | | |
| 0.0 | % |
ROSS E. BEWLEY AND MARILYN R. BEWLEY | |
| - | | |
| 0.0 | % | |
| 6,000 | | |
| - | | |
| 0.0 | % |
ASHOK BHATT AND ANJANI BHATT | |
| 70,268 | (7) | |
| 0.2 | % | |
| 10,000 | (8) | |
| 70,268 | | |
| 0.2 | % |
MEGHANA BHATT | |
| - | | |
| 0.0 | % | |
| 20,000 | | |
| - | | |
| 0.0 | % |
FRANCES E. BIFULCO | |
| - | | |
| 0.0 | % | |
| 1,000 | | |
| - | | |
| 0.0 | % |
NANCY BLACCONERI AND CARMELO BLACCONERI | |
| 100,370 | | |
| 0.2 | % | |
| 21,500 | | |
| 100,370 | | |
| 0.2 | % |
BLUE MAN PARTNERS(146) | |
| - | | |
| 0.0 | % | |
| 21,200 | | |
| - | | |
| 0.0 | % |
MARTIN F. BLUMBERG | |
| - | | |
| 0.0 | % | |
| 1,400 | | |
| - | | |
| 0.0 | % |
MATTHEW C. BOLTON AND KAREN S. BOLTON | |
| - | | |
| 0.0 | % | |
| 15,500 | | |
| - | | |
| 0.0 | % |
DAVID BOONE C/F LUCY-MARIE ROGERS BOONE | |
| - | | |
| 0.0 | % | |
| 2,000 | | |
| - | | |
| 0.0 | % |
DAVID BOONE C/F MADELINE WOOD BOONE | |
| - | | |
| 0.0 | % | |
| 2,000 | | |
| - | | |
| 0.0 | % |
DAVID BOONE | |
| - | | |
| 0.0 | % | |
| 437,000 | | |
| - | | |
| 0.0 | % |
FRANK BOVA | |
| - | | |
| 0.0 | % | |
| 12,000 | | |
| - | | |
| 0.0 | % |
LESLIE BOYD | |
| - | | |
| 0.0 | % | |
| 800 | | |
| - | | |
| 0.0 | % |
ALFRED F. BRACHER | |
| 701,918 | (19) | |
| 1.6 | % | |
| 10,000 | (20) | |
| 701,918 | | |
| 1.6 | % |
ALFRED BRACHER, III | |
| - | | |
| 0.0 | % | |
| 177,000 | | |
| - | | |
| 0.0 | % |
BRASLER REALTY & FINANCIAL SERVICES,
INC., PROFIT SHARING PLAN, ROBERT M. BRASLER, TRUSTEE | |
| - | | |
| 0.0 | % | |
| 880 | | |
| - | | |
| 0.0 | % |
JEAN-PIERRE BRAULT | |
| - | | |
| 0.0 | % | |
| 1,000 | | |
| - | | |
| 0.0 | % |
ROBERT BROWN | |
| - | | |
| 0.0 | % | |
| 1,000 | | |
| - | | |
| 0.0 | % |
MASON S. BRUGH AND JENNIFER E. BRUGH | |
| - | | |
| 0.0 | % | |
| 8,000 | | |
| - | | |
| 0.0 | % |
MASON S. BRUGH AND OR JENNIFER E. BRUGH | |
| - | | |
| 0.0 | % | |
| 2,500 | | |
| - | | |
| 0.0 | % |
REDFIELD E. BRYAN | |
| 100,548 | (21) | |
| 0.2 | % | |
| 30,000 | (22) | |
| 100,548 | | |
| 0.2 | % |
LOUIS BUFFARDI | |
| - | | |
| 0.0 | % | |
| 1,500 | | |
| - | | |
| 0.0 | % |
PHYLLIS BUFFARDI | |
| - | | |
| 0.0 | % | |
| 1,000 | | |
| - | | |
| 0.0 | % |
ROGER BURLAGE | |
| - | | |
| 0.0 | % | |
| 55,000 | | |
| - | | |
| 0.0 | % |
BARBARA K. BURNS | |
| 100,452 | | |
| 0.2 | % | |
| 5,000 | | |
| 100,452 | | |
| 0.2 | % |
DAVID A. BURNS | |
| - | | |
| 0.0 | % | |
| 29,924 | | |
| - | | |
| 0.0 | % |
JEFFREY S. BURNS | |
| - | | |
| 0.0 | % | |
| 29,924 | | |
| - | | |
| 0.0 | % |
MICHAEL WILLIAM BURNS | |
| - | | |
| 0.0 | % | |
| 29,924 | | |
| - | | |
| 0.0 | % |
JAMES CACIOPPO | |
| - | | |
| 0.0 | % | |
| 3,000 | | |
| - | | |
| 0.0 | % |
JOAN CACIOPPO | |
| - | | |
| 0.0 | % | |
| 500 | | |
| - | | |
| 0.0 | % |
RONALD CACIOPPO OR MARY CACIOPPO | |
| 100,370 | | |
| 0.2 | % | |
| 1,000 | | |
| 100,370 | | |
| 0.2 | % |
RONALD J. CACIOPPO | |
| 100,370 | (23) | |
| 0.2 | % | |
| 2,000 | (24) | |
| 100,370 | | |
| 0.2 | % |
AVA B. CAMPAGNA | |
| - | | |
| 0.0 | % | |
| 2,725 | | |
| - | | |
| 0.0 | % |
HARRY D. CAMPAGNA | |
| - | | |
| 0.0 | % | |
| 2,725 | | |
| - | | |
| 0.0 | % |
CHARLES J. CANEPA | |
| - | | |
| 0.0 | % | |
| 3,875 | | |
| - | | |
| 0.0 | % |
CHARLIE G. CARLSON | |
| 25,154 | (25) | |
| 0.1 | % | |
| 10,000 | (26) | |
| 25,154 | | |
| 0.1 | % |
DONALD R. CARTER | |
| - | | |
| 0.0 | % | |
| 4,937 | | |
| - | | |
| 0.0 | % |
DONALD A. CASSONE | |
| - | | |
| 0.0 | % | |
| 2,500 | | |
| - | | |
| 0.0 | % |
JOSEPH J. CASSONE | |
| - | | |
| 0.0 | % | |
| 2,500 | | |
| - | | |
| 0.0 | % |
FRANK V. CERA | |
| - | | |
| 0.0 | % | |
| 3,200 | | |
| - | | |
| 0.0 | % |
MARK D. CHEAIRS | |
| 50,370 | (27) | |
| 0.1 | % | |
| 31,000 | (28) | |
| 50,370 | | |
| 0.1 | % |
JAMES CHELMOWSKI AND DIANE CHELMOWSKI | |
| - | | |
| 0.0 | % | |
| 2,000 | | |
| - | | |
| 0.0 | % |
MICHAEL G. CHIECO | |
| - | | |
| 0.0 | % | |
| 4,328 | | |
| - | | |
| 0.0 | % |
JAMES CHMURA | |
| - | | |
| 0.0 | % | |
| 2,000 | | |
| - | | |
| 0.0 | % |
EDWARD CHRACHOL | |
| - | | |
| 0.0 | % | |
| 6,000 | | |
| - | | |
| 0.0 | % |
GEORGE CHRACHOL | |
| 60,192 | (29) | |
| 0.1 | % | |
| 8,000 | (30) | |
| 60,192 | | |
| 0.1 | % |
JERRY CHRACHOL | |
| - | | |
| 0.0 | % | |
| 2,000 | | |
| - | | |
| 0.0 | % |
NATALIE CHRACHOL | |
| - | | |
| 0.0 | % | |
| 4,000 | | |
| - | | |
| 0.0 | % |
GEORGE F. CLAUSSEN III | |
| - | | |
| 0.0 | % | |
| 21,800 | | |
| - | | |
| 0.0 | % |
KAREN CLAUSSEN | |
| - | | |
| 0.0 | % | |
| 11,200 | | |
| - | | |
| 0.0 | % |
ALLAN B. CLIONSKY | |
| - | | |
| 0.0 | % | |
| 15,000 | | |
| - | | |
| 0.0 | % |
LANE COCKRELL | |
| 801,480 | (31) | |
| 1.8 | % | |
| 22,000 | (32) | |
| 801,480 | | |
| 1.8 | % |
BRIAN J. COHEN | |
| - | | |
| 0.0 | % | |
| 2,200 | | |
| - | | |
| 0.0 | % |
DANIEL COHEN | |
| - | | |
| 0.0 | % | |
| 2,000 | | |
| - | | |
| 0.0 | % |
JACK M. COOPER | |
| - | | |
| 0.0 | % | |
| 2,600 | | |
| - | | |
| 0.0 | % |
JERRY K. COOPER AND ELLEN M. COOPER JT
TEN | |
| - | | |
| 0.0 | % | |
| 2,200 | | |
| - | | |
| 0.0 | % |
COX FINANCIAL NETWORK, L.L.C.(105) | |
| - | | |
| 0.0 | % | |
| 8,000 | | |
| - | | |
| 0.0 | % |
BRUCE E. COX | |
| - | | |
| 0.0 | % | |
| 16,000 | | |
| - | | |
| 0.0 | % |
BRUCE E. COX, CF DAVID R. COX | |
| - | | |
| 0.0 | % | |
| 50 | | |
| - | | |
| 0.0 | % |
BRUCE E. COX, CF KATHRYN A. COX | |
| - | | |
| 0.0 | % | |
| 50 | | |
| - | | |
| 0.0 | % |
DAVID W. COX | |
| - | | |
| 0.0 | % | |
| 200 | | |
| - | | |
| 0.0 | % |
ELIZABETH
COX |
|
|
- |
|
|
|
0.0 |
% |
|
|
200 |
|
|
|
- |
|
|
|
0.0 |
% |
MARTIN L. COYNE |
|
|
- |
|
|
|
0.0 |
% |
|
|
2,200 |
|
|
|
- |
|
|
|
0.0 |
% |
CLAY CRAIG |
|
|
- |
|
|
|
0.0 |
% |
|
|
1,937 |
|
|
|
- |
|
|
|
0.0 |
% |
NORMAN R. CRAIN |
|
|
50,438 |
(33) |
|
|
0.1 |
% |
|
|
10,750 |
(34) |
|
|
50,438 |
|
|
|
0.1 |
% |
ANNE SPENCER B.
CROSS |
|
|
- |
|
|
|
0.0 |
% |
|
|
15,000 |
|
|
|
- |
|
|
|
0.0 |
% |
CAGE MCCABE CRUISE |
|
|
- |
|
|
|
0.0 |
% |
|
|
600 |
|
|
|
- |
|
|
|
0.0 |
% |
CARSON MYLES CRUISE |
|
|
- |
|
|
|
0.0 |
% |
|
|
600 |
|
|
|
- |
|
|
|
0.0 |
% |
CULVEX INVESTMENTS,
LLC (106) |
|
|
- |
|
|
|
0.0 |
% |
|
|
2,000 |
|
|
|
- |
|
|
|
0.0 |
% |
DAVID K. CUMMINGS
AND CAROL A. CUMMINGS |
|
|
1,608,766 |
|
|
|
3.6 |
% |
|
|
431,200 |
|
|
|
1,608,766 |
|
|
|
3.7 |
% |
DAVID K. CUMMINGS |
|
|
300,000 |
|
|
|
0.7 |
% |
|
|
119,021 |
|
|
|
300,000 |
|
|
|
0.7 |
% |
KEVIN M. CUMMINGS
AND JESSICA LYNN CUMMINGS |
|
|
418,014 |
|
|
|
1.0 |
% |
|
|
169,600 |
|
|
|
418,014 |
|
|
|
1.0 |
% |
KEVIN M. CUMMINGS |
|
|
418,014 |
(35) |
|
|
1.0 |
% |
|
|
6,121 |
(36) |
|
|
418,014 |
|
|
|
1.0 |
% |
SUSAN R. CUMMINGS |
|
|
- |
|
|
|
0.0 |
% |
|
|
1,364 |
|
|
|
- |
|
|
|
0.0 |
% |
CVHLEE, LLC |
|
|
- |
|
|
|
0.0 |
% |
|
|
23,760 |
|
|
|
- |
|
|
|
0.0 |
% |
CYNTHIA AND ALFRED
KANDELL |
|
|
- |
|
|
|
0.0 |
% |
|
|
4,000 |
|
|
|
- |
|
|
|
0.0 |
% |
DANIEL C. AND CAREN
S. JONES |
|
|
- |
|
|
|
0.0 |
% |
|
|
1,000 |
|
|
|
- |
|
|
|
0.0 |
% |
CHRISTOPHER D.
DARDARIS |
|
|
- |
|
|
|
0.0 |
% |
|
|
440 |
|
|
|
- |
|
|
|
0.0 |
% |
WILLIAM N. DARLING |
|
|
24,092 |
(37) |
|
|
0.1 |
% |
|
|
1,000 |
(38) |
|
|
24,092 |
|
|
|
0.1 |
% |
DAVID J. DAVIS |
|
|
- |
|
|
|
0.0 |
% |
|
|
2,000 |
|
|
|
- |
|
|
|
0.0 |
% |
MICHAEL S. DAVIS |
|
|
- |
|
|
|
0.0 |
% |
|
|
2,000 |
|
|
|
- |
|
|
|
0.0 |
% |
SCOTT A. DAVIS |
|
|
- |
|
|
|
0.0 |
% |
|
|
2,200 |
|
|
|
- |
|
|
|
0.0 |
% |
SCOTT A. DAVIS
AND RAE E. DAVIS, JT TEN |
|
|
- |
|
|
|
0.0 |
% |
|
|
400 |
|
|
|
- |
|
|
|
0.0 |
% |
DEAN LEDGER REVOCABLE
LIVING TRUST (107) |
|
|
1,051,023 |
|
|
|
2.4 |
% |
|
|
200,000 |
|
|
|
1,051,023 |
|
|
|
2.4 |
% |
DEAN LEDGER REVOCABLE
LIVING TRUST, DATED 12/13/2006, DEAN LYLE LEDGER, TRUSTEE (108) |
|
|
1,051,023 |
|
|
|
2.4 |
% |
|
|
300,000 |
|
|
|
1,051,023 |
|
|
|
2.4 |
% |
DEBORAH K. DEEG |
|
|
- |
|
|
|
0.0 |
% |
|
|
500 |
|
|
|
- |
|
|
|
0.0 |
% |
DELSON INVESTMENTS,
LLC (109) |
|
|
- |
|
|
|
0.0 |
% |
|
|
10,000 |
|
|
|
- |
|
|
|
0.0 |
% |
DENNO FAMILY LIMITED
PARTNERSHIP (110) |
|
|
- |
|
|
|
0.0 |
% |
|
|
1,855 |
|
|
|
- |
|
|
|
0.0 |
% |
DAVID DEWITT |
|
|
- |
|
|
|
0.0 |
% |
|
|
4,000 |
|
|
|
- |
|
|
|
0.0 |
% |
WALT R. DIFFENDERFER
& CAROL M. DIFFENDERFER JTWROS |
|
|
- |
|
|
|
0.0 |
% |
|
|
4,000 |
|
|
|
- |
|
|
|
0.0 |
% |
CINDY DIGIACOMO |
|
|
- |
|
|
|
0.0 |
% |
|
|
880 |
|
|
|
- |
|
|
|
0.0 |
% |
ERIC DIGIACOMO
AND FRANCES DIGIACOMO |
|
|
- |
|
|
|
0.0 |
% |
|
|
1,760 |
|
|
|
- |
|
|
|
0.0 |
% |
MARIA
DIGIACOMO-CONKLIN |
|
|
- |
|
|
|
0.0 |
% |
|
|
880 |
|
|
|
- |
|
|
|
0.0 |
% |
DINA I. DILISIO |
|
|
- |
|
|
|
0.0 |
% |
|
|
2,500 |
|
|
|
- |
|
|
|
0.0 |
% |
BRUCE B. DIMON
AND VIRGINIA DIMON |
|
|
- |
|
|
|
0.0 |
% |
|
|
600 |
|
|
|
- |
|
|
|
0.0 |
% |
CAROLE DISENHOF |
|
|
- |
|
|
|
0.0 |
% |
|
|
312 |
|
|
|
- |
|
|
|
0.0 |
% |
ROSAMUND DISENHOF
AND HOLLY FIRESTONE, EXECUTORS OF THE WILL OF CAROLE DISENHOF, DECEASED |
|
|
- |
|
|
|
0.0 |
% |
|
|
344 |
|
|
|
- |
|
|
|
0.0 |
% |
DMM ENTERPRISES,
LLP (111) |
|
|
- |
|
|
|
0.0 |
% |
|
|
4,000 |
|
|
|
- |
|
|
|
0.0 |
% |
MICHAEL DODGE |
|
|
- |
|
|
|
0.0 |
% |
|
|
2,000 |
|
|
|
- |
|
|
|
0.0 |
% |
C. FREDERICK VAN
DUSEN |
|
|
- |
|
|
|
0.0 |
% |
|
|
500 |
|
|
|
- |
|
|
|
0.0 |
% |
VIRGINIA EDWARDS |
|
|
- |
|
|
|
0.0 |
% |
|
|
8,000 |
|
|
|
- |
|
|
|
0.0 |
% |
PATRICK J. EGAN |
|
|
- |
|
|
|
0.0 |
% |
|
|
2,800 |
|
|
|
- |
|
|
|
0.0 |
% |
G. PARKER ELDRIDGE,
C/F JUSTICE ELDRIDGE |
|
|
- |
|
|
|
0.0 |
% |
|
|
660 |
|
|
|
- |
|
|
|
0.0 |
% |
G. PARKER ELDRIDGE,
C/F AIDAN ELDRIDGE |
|
|
- |
|
|
|
0.0 |
% |
|
|
660 |
|
|
|
- |
|
|
|
0.0 |
% |
G. PARKER ELDRIDGE
C/F PARKER T. ELDRIDGE |
|
|
- |
|
|
|
0.0 |
% |
|
|
660 |
|
|
|
- |
|
|
|
0.0 |
% |
DEAN ELFMAN |
|
|
- |
|
|
|
0.0 |
% |
|
|
40,000 |
|
|
|
- |
|
|
|
0.0 |
% |
BENGT ERIKSSON |
|
|
- |
|
|
|
0.0 |
% |
|
|
24,000 |
|
|
|
- |
|
|
|
0.0 |
% |
ANNA J. ESPOSITO |
|
|
- |
|
|
|
0.0 |
% |
|
|
2,000 |
|
|
|
- |
|
|
|
0.0 |
% |
LOUIS J. ESPOSITO |
|
|
- |
|
|
|
0.0 |
% |
|
|
2,000 |
|
|
|
- |
|
|
|
0.0 |
% |
BRUCE L. EVANS
& KATHRYN M. EVANS, TENANTS BY THE ENTIRETIES |
|
|
180,000 |
|
|
|
0.4 |
% |
|
|
27,900 |
|
|
|
180,000 |
|
|
|
0.4 |
% |
BRUCE L. EVANS,
C/F JACQUELINE A. EVANS |
|
|
- |
|
|
|
0.0 |
% |
|
|
2,000 |
|
|
|
- |
|
|
|
0.0 |
% |
JOHN R. EVANS |
|
|
- |
|
|
|
0.0 |
% |
|
|
5,000 |
|
|
|
- |
|
|
|
0.0 |
% |
KATHRYN M. EVANS |
|
|
- |
|
|
|
0.0 |
% |
|
|
10,000 |
|
|
|
- |
|
|
|
0.0 |
% |
SAMANTHA NICOLE
EVANS |
|
|
- |
|
|
|
0.0 |
% |
|
|
4,000 |
|
|
|
- |
|
|
|
0.0 |
% |
WALT FAGAN, III |
|
|
- |
|
|
|
0.0 |
% |
|
|
900 |
|
|
|
- |
|
|
|
0.0 |
% |
LOIS M. FARBER |
|
|
- |
|
|
|
0.0 |
% |
|
|
6,000 |
|
|
|
- |
|
|
|
0.0 |
% |
RICHARD FARQUHAR |
|
|
- |
|
|
|
0.0 |
% |
|
|
1,100 |
|
|
|
- |
|
|
|
0.0 |
% |
ROBERT J. FASNACHT
(112) |
|
|
1,017,023 |
|
|
|
2.3 |
% |
|
|
155,000 |
|
|
|
1,017,023 |
|
|
|
2.3 |
% |
ROBERT J. FASNACHT
AND SUSAN A. FASNACHT (112) |
|
|
1,017,023 |
|
|
|
2.3 |
% |
|
|
625,000 |
|
|
|
1,017,023 |
|
|
|
2.3 |
% |
LEE FELDMAN |
|
|
- |
|
|
|
0.0 |
% |
|
|
4,600 |
|
|
|
- |
|
|
|
0.0 |
% |
MARY E. FELLOWS
(113) |
|
|
- |
|
|
|
0.0 |
% |
|
|
54,170 |
|
|
|
- |
|
|
|
0.0 |
% |
STEVEN FIRESTONE |
|
|
- |
|
|
|
0.0 |
% |
|
|
312 |
|
|
|
- |
|
|
|
0.0 |
% |
JOAN HELEN FLANIGAN
REVOCABLE LIVING TRUST, DATED 5/29/2007 |
|
|
- |
|
|
|
0.0 |
% |
|
|
400 |
|
|
|
- |
|
|
|
0.0 |
% |
JOAN
H. FLANIGAN |
|
|
- |
|
|
|
0.0 |
% |
|
|
40 |
|
|
|
- |
|
|
|
0.0 |
% |
MICHAEL A. FOGLEMAN |
|
|
- |
|
|
|
0.0 |
% |
|
|
27,000 |
|
|
|
- |
|
|
|
0.0 |
% |
STEPHEN R. FORREST(114) |
|
|
1,177,023 |
|
|
|
2.7 |
% |
|
|
600,000 |
|
|
|
1,177,023 |
|
|
|
2.7 |
% |
DAVID A. FORSTER |
|
|
- |
|
|
|
0.0 |
% |
|
|
2,000 |
|
|
|
- |
|
|
|
0.0 |
% |
RONALD B. FOSTER |
|
|
24,941,000 |
|
|
|
56.32 |
% |
|
|
2,075,720 |
|
|
|
24,941,000 |
|
|
|
57.4 |
% |
OWEN FRANCIS |
|
|
- |
|
|
|
0.0 |
% |
|
|
1,000 |
|
|
|
- |
|
|
|
0.0 |
% |
A. FRANK, JR. AND
DONNA N. TANCREDI |
|
|
- |
|
|
|
0.0 |
% |
|
|
1,100 |
|
|
|
- |
|
|
|
0.0 |
% |
MICHELE S. FREIBERG |
|
|
- |
|
|
|
0.0 |
% |
|
|
1,000 |
|
|
|
- |
|
|
|
0.0 |
% |
JOHN D. FRUSHA |
|
|
- |
|
|
|
0.0 |
% |
|
|
2,000 |
|
|
|
- |
|
|
|
0.0 |
% |
MARGARET FURNISS |
|
|
- |
|
|
|
0.0 |
% |
|
|
113 |
|
|
|
- |
|
|
|
0.0 |
% |
RICHARD FURNISS |
|
|
- |
|
|
|
0.0 |
% |
|
|
227 |
|
|
|
- |
|
|
|
0.0 |
% |
ANDRE GAMBUCCI |
|
|
- |
|
|
|
0.0 |
% |
|
|
1,000 |
|
|
|
- |
|
|
|
0.0 |
% |
FREDERICK J. GERHART |
|
|
- |
|
|
|
0.0 |
% |
|
|
3,875 |
|
|
|
- |
|
|
|
0.0 |
% |
DENNIS GIANNANGELI |
|
|
143,536 |
(39) |
|
|
0.3 |
% |
|
|
43,050 |
(40) |
|
|
143,536 |
|
|
|
0.3 |
% |
MARY L. GIANNANGELI |
|
|
- |
|
|
|
0.0 |
% |
|
|
2,600 |
|
|
|
- |
|
|
|
0.0 |
% |
ROBERT GIANNANGELI |
|
|
- |
|
|
|
0.0 |
% |
|
|
300 |
|
|
|
- |
|
|
|
0.0 |
% |
MELVIN E. GIBSON,
JR. |
|
|
- |
|
|
|
0.0 |
% |
|
|
4,000 |
|
|
|
- |
|
|
|
0.0 |
% |
GORDON TREVOR GIBSON |
|
|
- |
|
|
|
0.0 |
% |
|
|
960 |
|
|
|
- |
|
|
|
0.0 |
% |
GLENDA GIES |
|
|
- |
|
|
|
0.0 |
% |
|
|
275 |
|
|
|
- |
|
|
|
0.0 |
% |
GLENDA MARIE GIES |
|
|
- |
|
|
|
0.0 |
% |
|
|
500 |
|
|
|
- |
|
|
|
0.0 |
% |
ELLIOT GINSBURG |
|
|
- |
|
|
|
0.0 |
% |
|
|
2,500 |
|
|
|
- |
|
|
|
0.0 |
% |
DIANE GLYNN |
|
|
- |
|
|
|
0.0 |
% |
|
|
3,000 |
|
|
|
- |
|
|
|
0.0 |
% |
DAN GODEC |
|
|
- |
|
|
|
0.0 |
% |
|
|
1,400 |
|
|
|
- |
|
|
|
0.0 |
% |
MATTHEW GOHD |
|
|
- |
|
|
|
0.0 |
% |
|
|
4,000 |
|
|
|
- |
|
|
|
0.0 |
% |
OLIVER D. GOLDMAN |
|
|
- |
|
|
|
0.0 |
% |
|
|
1,000 |
|
|
|
- |
|
|
|
0.0 |
% |
GREGORY GOMES |
|
|
- |
|
|
|
0.0 |
% |
|
|
8,413 |
|
|
|
- |
|
|
|
0.0 |
% |
MACIEJ GORNIAK |
|
|
- |
|
|
|
0.0 |
% |
|
|
1,000 |
|
|
|
- |
|
|
|
0.0 |
% |
MICHAEL F. GREEN |
|
|
20,000 |
|
|
|
0.0 |
% |
|
|
3,875 |
|
|
|
20,000 |
|
|
|
0.0 |
% |
JOHN T. GREGORIO |
|
|
- |
|
|
|
0.0 |
% |
|
|
1,000 |
|
|
|
- |
|
|
|
0.0 |
% |
RONALD GREGORIO |
|
|
25,156 |
(41) |
|
|
0.1 |
% |
|
|
1,350 |
(42) |
|
|
25,156 |
|
|
|
0.1 |
% |
RONALD OR JACQUELINE
GREGORIO |
|
|
25,156 |
|
|
|
0.1 |
% |
|
|
4,000 |
|
|
|
25,156 |
|
|
|
0.1 |
% |
RUSSELL K. GREGORY |
|
|
- |
|
|
|
0.0 |
% |
|
|
2,500 |
|
|
|
- |
|
|
|
0.0 |
% |
CARY
A. GROSS, TRUSTEE, CARY A. GROSS IRREVOCABLE TRUST U.A.D. 11/15/12 |
|
|
- |
|
|
|
0.0 |
% |
|
|
220 |
|
|
|
- |
|
|
|
0.0 |
% |
CLIFFORD GRUNES |
|
|
- |
|
|
|
0.0 |
% |
|
|
440 |
|
|
|
- |
|
|
|
0.0 |
% |
GUY A. AND JANET
M. SILEO |
|
|
- |
|
|
|
0.0 |
% |
|
|
1,000 |
|
|
|
- |
|
|
|
0.0 |
% |
DAVID S. HAGA |
|
|
60,288 |
(43) |
|
|
0.1 |
% |
|
|
30,000 |
(44) |
|
|
60,288 |
|
|
|
0.1 |
% |
ALBERT HALEGOUA |
|
|
- |
|
|
|
0.0 |
% |
|
|
30,000 |
|
|
|
- |
|
|
|
0.0 |
% |
ALBERT HALEGOUA
AND BECKY HALEGOUA, JT TEN |
|
|
- |
|
|
|
0.0 |
% |
|
|
1,027 |
|
|
|
- |
|
|
|
0.0 |
% |
ARTHUR HANAMIRIAN |
|
|
- |
|
|
|
0.0 |
% |
|
|
2,000 |
|
|
|
- |
|
|
|
0.0 |
% |
MARK C. HANAMIRIAN |
|
|
- |
|
|
|
0.0 |
% |
|
|
8,000 |
|
|
|
- |
|
|
|
0.0 |
% |
MAXWELL MARK HANAMIRIAN |
|
|
- |
|
|
|
0.0 |
% |
|
|
20 |
|
|
|
- |
|
|
|
0.0 |
% |
MICHAEL HANAMIRIAN |
|
|
- |
|
|
|
0.0 |
% |
|
|
2,000 |
|
|
|
- |
|
|
|
0.0 |
% |
MICHAEL ALBERT
HANAMIRIAN |
|
|
- |
|
|
|
0.0 |
% |
|
|
20 |
|
|
|
- |
|
|
|
0.0 |
% |
MILES ARSEN HANAMIRIAN |
|
|
- |
|
|
|
0.0 |
% |
|
|
20 |
|
|
|
- |
|
|
|
0.0 |
% |
DAVID HANDLEMAN |
|
|
- |
|
|
|
0.0 |
% |
|
|
2,200 |
|
|
|
- |
|
|
|
0.0 |
% |
RICHARD G. HANLEY |
|
|
- |
|
|
|
0.0 |
% |
|
|
12,000 |
|
|
|
- |
|
|
|
0.0 |
% |
REGGIE R. HARPER |
|
|
- |
|
|
|
0.0 |
% |
|
|
5,000 |
|
|
|
- |
|
|
|
0.0 |
% |
ROBIN M. PROCTOR
C/F ROBERT E. HARTLEY |
|
|
- |
|
|
|
0.0 |
% |
|
|
10 |
|
|
|
- |
|
|
|
0.0 |
% |
JOSEPH D. HEARD |
|
|
- |
|
|
|
0.0 |
% |
|
|
2,200 |
|
|
|
- |
|
|
|
0.0 |
% |
POHKIM HEGELBACH |
|
|
- |
|
|
|
0.0 |
% |
|
|
1,100 |
|
|
|
- |
|
|
|
0.0 |
% |
DAVID L. HELFET |
|
|
- |
|
|
|
0.0 |
% |
|
|
8,000 |
|
|
|
- |
|
|
|
0.0 |
% |
DR. DAVID HELFET |
|
|
- |
|
|
|
0.0 |
% |
|
|
454 |
|
|
|
- |
|
|
|
0.0 |
% |
TIMOTHY P. HELLMUTH |
|
|
- |
|
|
|
0.0 |
% |
|
|
2,000 |
|
|
|
- |
|
|
|
0.0 |
% |
JOHN M. HENBEST |
|
|
- |
|
|
|
0.0 |
% |
|
|
4,000 |
|
|
|
- |
|
|
|
0.0 |
% |
HENRY JERRY STONE
EXEMPTION TRUST DATED 12/11/2005, KATHERINE S. STONE, TRUSTEE |
|
|
- |
|
|
|
0.0 |
% |
|
|
1,000 |
|
|
|
- |
|
|
|
0.0 |
% |
HERBERT
M. BAKER FAMILY TRUST FBO, BONNIE BAKER A/C #00016-19-J (115) |
|
|
- |
|
|
|
0.0 |
% |
|
|
888 |
|
|
|
- |
|
|
|
0.0 |
% |
HERBERT M. BAKER
FAMILY TRUST FBO DIANE & STEVE GOLDFARB, A/C #00016-17-J (116) |
|
|
- |
|
|
|
0.0 |
% |
|
|
666 |
|
|
|
- |
|
|
|
0.0 |
% |
HERBERT
M. BAKER FAMILY TRUST FBO MICHAEL DIAMOND, A/C #00016-18-J (117) |
|
|
- |
|
|
|
0.0 |
% |
|
|
444 |
|
|
|
- |
|
|
|
0.0 |
% |
HERMAN SCHLENGER
TRUST FBO DONALD SCHLENGER DTD 7/28/64 (118) |
|
|
- |
|
|
|
0.0 |
% |
|
|
8,000 |
|
|
|
- |
|
|
|
0.0 |
% |
ERIN MURPHY HERMAN |
|
|
- |
|
|
|
0.0 |
% |
|
|
880 |
|
|
|
- |
|
|
|
0.0 |
% |
HFG HOLDINGS, LLC
(119) |
|
|
- |
|
|
|
0.0 |
% |
|
|
210,000 |
|
|
|
- |
|
|
|
0.0 |
% |
EMILY M. W. HILL |
|
|
- |
|
|
|
0.0 |
% |
|
|
100 |
|
|
|
- |
|
|
|
0.0 |
% |
THOMAS
A. HOLDER AND KATHY R. HOLDER |
|
|
- |
|
|
|
0.0 |
% |
|
|
10,000 |
|
|
|
- |
|
|
|
0.0 |
% |
KENNETH HORN |
|
|
- |
|
|
|
0.0 |
% |
|
|
2,325 |
|
|
|
- |
|
|
|
0.0 |
% |
SUSAN L. HORN |
|
|
- |
|
|
|
0.0 |
% |
|
|
2,446 |
|
|
|
- |
|
|
|
0.0 |
% |
HUBERFELD BODNER
FAMILY FOUNDATION (120) |
|
|
- |
|
|
|
0.0 |
% |
|
|
645 |
|
|
|
- |
|
|
|
0.0 |
% |
ROBERT D. HYNES |
|
|
- |
|
|
|
0.0 |
% |
|
|
7,750 |
|
|
|
- |
|
|
|
0.0 |
% |
INTERNATIONAL MANAGEMENT
CONSULTANTS, LLC (121) |
|
|
- |
|
|
|
0.0 |
% |
|
|
2,000 |
|
|
|
- |
|
|
|
0.0 |
% |
JOHN WILSON IRA |
|
|
- |
|
|
|
0.0 |
% |
|
|
218 |
|
|
|
- |
|
|
|
0.0 |
% |
JULES D. MAPPUS |
|
|
- |
|
|
|
0.0 |
% |
|
|
550 |
|
|
|
- |
|
|
|
0.0 |
% |
K. BUTLER MAPPUS |
|
|
- |
|
|
|
0.0 |
% |
|
|
550 |
|
|
|
- |
|
|
|
0.0 |
% |
J. MITCHELL HULL |
|
|
- |
|
|
|
0.0 |
% |
|
|
4,000 |
|
|
|
- |
|
|
|
0.0 |
% |
DEAN JABLON |
|
|
- |
|
|
|
0.0 |
% |
|
|
1,000 |
|
|
|
- |
|
|
|
0.0 |
% |
EUGENE JAFFE AND
JOY DINMAN AS JT TEN |
|
|
- |
|
|
|
0.0 |
% |
|
|
10,290 |
|
|
|
- |
|
|
|
0.0 |
% |
MARTIN J. JAFFE |
|
|
- |
|
|
|
0.0 |
% |
|
|
400 |
|
|
|
- |
|
|
|
0.0 |
% |
IRWIN H. MARKOWITZ |
|
|
- |
|
|
|
0.0 |
% |
|
|
4,113 |
|
|
|
- |
|
|
|
0.0 |
% |
EDGAR W. JATHO,
JR. AND SHARON SKRMETTA JATHO, JT TEN |
|
|
- |
|
|
|
0.0 |
% |
|
|
1,200 |
|
|
|
- |
|
|
|
0.0 |
% |
JAY D. AND COLETTE
A. MITCHELL |
|
|
- |
|
|
|
0.0 |
% |
|
|
1,250 |
|
|
|
- |
|
|
|
0.0 |
% |
PAMELA C. JENKINS
AND DAVID KOTZ TRUSTEES |
|
|
- |
|
|
|
0.0 |
% |
|
|
1,000 |
|
|
|
- |
|
|
|
0.0 |
% |
JERRY A. LAKIN
TRUST DATED AUGUST 11, 2000 (147) |
|
|
- |
|
|
|
0.0 |
% |
|
|
3,000 |
|
|
|
- |
|
|
|
0.0 |
% |
POLLY JESSEN C/F
JACQUELINE JESSEN-HEGELBACH UGTM/CO |
|
|
- |
|
|
|
0.0 |
% |
|
|
200 |
|
|
|
- |
|
|
|
0.0 |
% |
JM NORTHERN HOLDINGS
LIMITED PARTNERSHIP (122) |
|
|
- |
|
|
|
0.0 |
% |
|
|
4,000 |
|
|
|
- |
|
|
|
0.0 |
% |
JOHN AND ALICE
RANDOLPH |
|
|
- |
|
|
|
0.0 |
% |
|
|
1,000 |
|
|
|
- |
|
|
|
0.0 |
% |
JOHN A. AND M.
DEIDRE MINUTELLA |
|
|
- |
|
|
|
0.0 |
% |
|
|
12,000 |
|
|
|
- |
|
|
|
0.0 |
% |
JOHN C. BEDFORD
REVOCABLE TRUST DATED 8/17/2005 (148) |
|
|
- |
|
|
|
0.0 |
% |
|
|
10,000 |
|
|
|
- |
|
|
|
0.0 |
% |
JOHN E. AND LORRAINE
KARPAC |
|
|
- |
|
|
|
0.0 |
% |
|
|
5,000 |
|
|
|
- |
|
|
|
0.0 |
% |
CLINTON V.P. JOHNSON |
|
|
- |
|
|
|
0.0 |
% |
|
|
2,000 |
|
|
|
- |
|
|
|
0.0 |
% |
JEAN G. JOHNSON |
|
|
- |
|
|
|
0.0 |
% |
|
|
4,000 |
|
|
|
- |
|
|
|
0.0 |
% |
ROYAL JOHNSON |
|
|
- |
|
|
|
0.0 |
% |
|
|
1,000 |
|
|
|
- |
|
|
|
0.0 |
% |
WALTER E. JOHNSON
JR. |
|
|
- |
|
|
|
0.0 |
% |
|
|
4,000 |
|
|
|
- |
|
|
|
0.0 |
% |
CAREN S. JONES
C/F BRANDON W. JONES |
|
|
- |
|
|
|
0.0 |
% |
|
|
88 |
|
|
|
- |
|
|
|
0.0 |
% |
JOSEPH AND MARLENE
RUBENSTEIN |
|
|
- |
|
|
|
0.0 |
% |
|
|
400 |
|
|
|
- |
|
|
|
0.0 |
% |
ARTEMIS A. W. JOUKOWSKY,
III |
|
|
- |
|
|
|
0.0 |
% |
|
|
1,100 |
|
|
|
- |
|
|
|
0.0 |
% |
MARGARET
JOUKOWSKY |
|
|
- |
|
|
|
0.0 |
% |
|
|
900 |
|
|
|
- |
|
|
|
0.0 |
% |
JULIE L. PINCURA,
TRUSTEE JULIE L. PINCURA IRREVOCABLE TRUST U.A.D. 11/15/12 |
|
|
- |
|
|
|
0.0 |
% |
|
|
220 |
|
|
|
- |
|
|
|
0.0 |
% |
KRISTIAN J. KACHIKIS |
|
|
- |
|
|
|
0.0 |
% |
|
|
3,080 |
|
|
|
- |
|
|
|
0.0 |
% |
ALFRED N. KANDELL,
JR. AND CYNTHIA B. KANDELL |
|
|
- |
|
|
|
0.0 |
% |
|
|
30,500 |
|
|
|
- |
|
|
|
0.0 |
% |
JOHN E. KARPAC |
|
|
- |
|
|
|
0.0 |
% |
|
|
9,400 |
|
|
|
- |
|
|
|
0.0 |
% |
KAREN KASKEY |
|
|
- |
|
|
|
0.0 |
% |
|
|
500 |
|
|
|
- |
|
|
|
0.0 |
% |
JONATHAN L. KASSO
AND SUSAN MAREK KASSO, JT TEN |
|
|
221,562 |
|
|
|
0.5 |
% |
|
|
50,920 |
|
|
|
221,562 |
|
|
|
0.5 |
% |
RENE' J. KERN,
JR. |
|
|
802,766 |
|
|
|
1.8 |
% |
|
|
8,800 |
|
|
|
802,766 |
|
|
|
1.8 |
% |
RENE' J. KERN,
JR. AND NANCY S. KERN |
|
|
802,766 |
|
|
|
1.8 |
% |
|
|
50,000 |
|
|
|
802,766 |
|
|
|
1.8 |
% |
KEVIN L. WEISS
FAMILY TRUST U/A DTD 03/06/1995 (149) |
|
|
- |
|
|
|
0.0 |
% |
|
|
1,000 |
|
|
|
- |
|
|
|
0.0 |
% |
DARIUS KHAKSHOURI |
|
|
- |
|
|
|
0.0 |
% |
|
|
5,000 |
|
|
|
- |
|
|
|
0.0 |
% |
ANTHONY Y.K. KIM |
|
|
- |
|
|
|
0.0 |
% |
|
|
2,000 |
|
|
|
- |
|
|
|
0.0 |
% |
ANTHONY Y.K. KIM
PROFIT SHARING PLAN (101) |
|
|
- |
|
|
|
0.0 |
% |
|
|
307 |
|
|
|
- |
|
|
|
0.0 |
% |
ALAN R. KIMI |
|
|
- |
|
|
|
0.0 |
% |
|
|
6,000 |
|
|
|
- |
|
|
|
0.0 |
% |
JIM E. KING |
|
|
10,000 |
|
|
|
0.0 |
% |
|
|
200 |
|
|
|
10,000 |
|
|
|
0.0 |
% |
RONALD L. KLATT
AND MARY K. MCCABE-KLATT JT WROS |
|
|
- |
|
|
|
0.0 |
% |
|
|
20,000 |
|
|
|
- |
|
|
|
0.0 |
% |
RONALD L. KLATT |
|
|
- |
|
|
|
0.0 |
% |
|
|
5,000 |
|
|
|
- |
|
|
|
0.0 |
% |
ROBERT KNOX |
|
|
- |
|
|
|
0.0 |
% |
|
|
227 |
|
|
|
- |
|
|
|
0.0 |
% |
GARY I. KONDO |
|
|
- |
|
|
|
0.0 |
% |
|
|
2,000 |
|
|
|
- |
|
|
|
0.0 |
% |
AMY B. KORNAFEL |
|
|
506,911 |
|
|
|
1.1 |
% |
|
|
510,000 |
|
|
|
506,911 |
|
|
|
1.2 |
% |
JOHN D. KUHNS |
|
|
1,035,023 |
|
|
|
2.3 |
% |
|
|
840,000 |
|
|
|
1,035,023 |
|
|
|
2.4 |
% |
MARK L. LAGRONE
AND SHERRYL A. LAGRONE JTWROS |
|
|
- |
|
|
|
0.0 |
% |
|
|
13,000 |
|
|
|
- |
|
|
|
0.0 |
% |
MARK L. LAGRONE |
|
|
- |
|
|
|
0.0 |
% |
|
|
14,300 |
|
|
|
- |
|
|
|
0.0 |
% |
JAMES ALLEN LAKIN |
|
|
- |
|
|
|
0.0 |
% |
|
|
4,000 |
|
|
|
- |
|
|
|
0.0 |
% |
JAMES E. LAKIN |
|
|
- |
|
|
|
0.0 |
% |
|
|
17,200 |
|
|
|
- |
|
|
|
0.0 |
% |
DEAN LANDIS |
|
|
- |
|
|
|
0.0 |
% |
|
|
2,000 |
|
|
|
- |
|
|
|
0.0 |
% |
MECHEL MAE LANG |
|
|
- |
|
|
|
0.0 |
% |
|
|
4,000 |
|
|
|
- |
|
|
|
0.0 |
% |
MIKE LANGERSMITH |
|
|
- |
|
|
|
0.0 |
% |
|
|
5,000 |
|
|
|
- |
|
|
|
0.0 |
% |
GREG L. LANIER |
|
|
- |
|
|
|
0.0 |
% |
|
|
1,320 |
|
|
|
- |
|
|
|
0.0 |
% |
GEORGE R. LAPLANTE |
|
|
- |
|
|
|
0.0 |
% |
|
|
220,000 |
|
|
|
- |
|
|
|
0.0 |
% |
GEORGE R. LAPLANTE
AND BARBARA E. LAPLANTE |
|
|
- |
|
|
|
0.0 |
% |
|
|
530,000 |
|
|
|
- |
|
|
|
0.0 |
% |
STEVEN
ROEMER, TEN ENT |
|
|
- |
|
|
|
0.0 |
% |
|
|
16,000 |
|
|
|
- |
|
|
|
0.0 |
% |
DEAN L. LEDGER
(107) |
|
|
1,051,023 |
|
|
|
2.4 |
% |
|
|
544,644 |
|
|
|
1,051,023 |
|
|
|
2.4 |
% |
LEE'S FACTORY OUTLET
(123) |
|
|
- |
|
|
|
0.0 |
% |
|
|
1,600 |
|
|
|
- |
|
|
|
0.0 |
% |
JUDITH LEFAIVRE |
|
|
- |
|
|
|
0.0 |
% |
|
|
1,100 |
|
|
|
- |
|
|
|
0.0 |
% |
MARTIN LEFKOWITZ |
|
|
- |
|
|
|
0.0 |
% |
|
|
2,000 |
|
|
|
- |
|
|
|
0.0 |
% |
AARON LEHMAN |
|
|
- |
|
|
|
0.0 |
% |
|
|
2,000 |
|
|
|
- |
|
|
|
0.0 |
% |
SHERMAN N. LEIS |
|
|
- |
|
|
|
0.0 |
% |
|
|
500 |
|
|
|
- |
|
|
|
0.0 |
% |
LEN AND KAYE B.
INDELICATO |
|
|
- |
|
|
|
0.0 |
% |
|
|
2,500 |
|
|
|
- |
|
|
|
0.0 |
% |
RICHARD A. LENTO |
|
|
- |
|
|
|
0.0 |
% |
|
|
440 |
|
|
|
- |
|
|
|
0.0 |
% |
T. DAVID LESTER |
|
|
- |
|
|
|
0.0 |
% |
|
|
1,000 |
|
|
|
- |
|
|
|
0.0 |
% |
E. ROBERT LIBBY |
|
|
- |
|
|
|
0.0 |
% |
|
|
3,166 |
|
|
|
- |
|
|
|
0.0 |
% |
LITIGATION RESEARCH
DBP (124) |
|
|
- |
|
|
|
0.0 |
% |
|
|
137 |
|
|
|
- |
|
|
|
0.0 |
% |
ROBERT C. LOMBARDI |
|
|
- |
|
|
|
0.0 |
% |
|
|
24,000 |
|
|
|
- |
|
|
|
0.0 |
% |
MICHAEL R. LONG
AND CARLA K. LONG JT TEN |
|
|
21,674 |
|
|
|
0.0 |
% |
|
|
2,200 |
|
|
|
21,674 |
|
|
|
0.0 |
% |
LORI RUBENSTEIN |
|
|
- |
|
|
|
0.0 |
% |
|
|
300,000 |
|
|
|
- |
|
|
|
0.0 |
% |
KAREN J. PHILL |
|
|
- |
|
|
|
0.0 |
% |
|
|
1,600 |
|
|
|
- |
|
|
|
0.0 |
% |
JEAN-PIERRE ST.
LOUIS |
|
|
- |
|
|
|
0.0 |
% |
|
|
4,500 |
|
|
|
- |
|
|
|
0.0 |
% |
RONALD S. LUBER |
|
|
- |
|
|
|
0.0 |
% |
|
|
440 |
|
|
|
- |
|
|
|
0.0 |
% |
M & P HOLDINGS,
LLC (125) |
|
|
- |
|
|
|
0.0 |
% |
|
|
20,000 |
|
|
|
- |
|
|
|
0.0 |
% |
EZER M'ZION |
|
|
- |
|
|
|
0.0 |
% |
|
|
8,000 |
|
|
|
- |
|
|
|
0.0 |
% |
JOHN A. MADDEN |
|
|
- |
|
|
|
0.0 |
% |
|
|
1,300 |
|
|
|
- |
|
|
|
0.0 |
% |
KEVIN MADDOX |
|
|
|
|
|
|
0.0 |
% |
|
|
7,000 |
|
|
|
- |
|
|
|
0.0 |
% |
KEVIN C. MADDOX |
|
|
- |
|
|
|
0.0 |
% |
|
|
322,000 |
|
|
|
- |
|
|
|
0.0 |
% |
BRIAN ARTHUR STAPP
C/F MADELINE SARAH STAPP UNIF GIFT MIN ACT/CO |
|
|
- |
|
|
|
0.0 |
% |
|
|
300 |
|
|
|
- |
|
|
|
0.0 |
% |
JAMES A. MAISANO |
|
|
538,548 |
(47) |
|
|
1.2 |
% |
|
|
90,600 |
(48) |
|
|
538,548 |
|
|
|
1.2 |
% |
J. DICKSON MAPPUS |
|
|
- |
|
|
|
0.0 |
% |
|
|
8,430 |
|
|
|
- |
|
|
|
0.0 |
% |
PETER HEGELBACH
C/F MARGOT QIAN JESSEN-HEGELBACH UGTM/CO |
|
|
- |
|
|
|
0.0 |
% |
|
|
200 |
|
|
|
- |
|
|
|
0.0 |
% |
MARK AND LORI RUBENSTEIN |
|
|
- |
|
|
|
0.0 |
% |
|
|
800 |
|
|
|
- |
|
|
|
0.0 |
% |
ELIZABETH ANN MARKOWITZ |
|
|
- |
|
|
|
0.0 |
% |
|
|
1,000 |
|
|
|
- |
|
|
|
0.0 |
% |
RICHARD S. MARKS |
|
|
- |
|
|
|
0.0 |
% |
|
|
1,500 |
|
|
|
- |
|
|
|
0.0 |
% |
KAYE LYNNE MARTIN |
|
|
- |
|
|
|
0.0 |
% |
|
|
4,000 |
|
|
|
- |
|
|
|
0.0 |
% |
MASON
S. BRUGH AND JENNIFER E. BRUGH |
|
|
50,370 |
(49) |
|
|
0.1 |
% |
|
|
5,000 |
(50) |
|
|
50,370 |
|
|
|
0.1 |
% |
FRANKLIN A. MATHIAS |
|
|
- |
|
|
|
0.0 |
% |
|
|
130,000 |
|
|
|
- |
|
|
|
0.0 |
% |
VICTOR V. MAVAR |
|
|
- |
|
|
|
0.0 |
% |
|
|
4,000 |
|
|
|
- |
|
|
|
0.0 |
% |
MAXCO DEVELOPMENT,
LLC (126) |
|
|
- |
|
|
|
0.0 |
% |
|
|
20,000 |
|
|
|
- |
|
|
|
0.0 |
% |
GROVER C. MAXWELL |
|
|
50,240 |
(51) |
|
|
0.1 |
% |
|
|
24,000 |
(52) |
|
|
50,240 |
|
|
|
0.1 |
% |
CARLO MAZUCCA OR
MARIA MAZZUCA |
|
|
- |
|
|
|
0.0 |
% |
|
|
3,900 |
|
|
|
- |
|
|
|
0.0 |
% |
DAVID H. MCCARTNEY |
|
|
- |
|
|
|
0.0 |
% |
|
|
2,000 |
|
|
|
- |
|
|
|
0.0 |
% |
JOSEPH C. MCCORMICK
AND DAREA M. MCCORMI |
|
|
- |
|
|
|
0.0 |
% |
|
|
2,640 |
|
|
|
- |
|
|
|
0.0 |
% |
ROBERT MCFARLANE |
|
|
- |
|
|
|
0.0 |
% |
|
|
4,000 |
|
|
|
- |
|
|
|
0.0 |
% |
JAQUELINE MCGEHEE |
|
|
- |
|
|
|
0.0 |
% |
|
|
1,000 |
|
|
|
- |
|
|
|
0.0 |
% |
ANDREW P. MCGUIRE |
|
|
85,096 |
(53) |
|
|
0.2 |
% |
|
|
11,900 |
(54) |
|
|
85,096 |
|
|
|
0.2 |
% |
ANDREW MCGUIRE |
|
|
- |
|
|
|
0.0 |
% |
|
|
6,000 |
|
|
|
- |
|
|
|
0.0 |
% |
JULIE MCKERNAN |
|
|
- |
|
|
|
0.0 |
% |
|
|
5,000 |
|
|
|
- |
|
|
|
0.0 |
% |
RICHARD V. MCKERNAN |
|
|
- |
|
|
|
0.0 |
% |
|
|
5,000 |
|
|
|
- |
|
|
|
0.0 |
% |
RICHARD V. MCKERNAN
AND KATRINA FOLEY |
|
|
- |
|
|
|
0.0 |
% |
|
|
2,500 |
|
|
|
- |
|
|
|
0.0 |
% |
WILLIAM M. MCLEAN |
|
|
|
|
|
|
0.0 |
% |
|
|
800 |
|
|
|
- |
|
|
|
0.0 |
% |
SALLY H. GINSBURG,
MD AND MICHAEL F. GINSBURG |
|
|
- |
|
|
|
0.0 |
% |
|
|
5,000 |
|
|
|
- |
|
|
|
0.0 |
% |
SALLY H. GINSBURG,
MD AND MICHAEL F. GINSBURG |
|
|
- |
|
|
|
0.0 |
% |
|
|
10,000 |
|
|
|
- |
|
|
|
0.0 |
% |
MICHAEL AND JOANNE
FLORIO |
|
|
- |
|
|
|
0.0 |
% |
|
|
1,000 |
|
|
|
- |
|
|
|
0.0 |
% |
MILES A. AND ANNABELLE
O. JELLINEK |
|
|
- |
|
|
|
0.0 |
% |
|
|
1,000 |
|
|
|
- |
|
|
|
0.0 |
% |
JOHN H. STEWART |
|
|
- |
|
|
|
0.0 |
% |
|
|
1,000 |
|
|
|
- |
|
|
|
0.0 |
% |
ROBERT S. MILLER |
|
|
- |
|
|
|
0.0 |
% |
|
|
32,500 |
|
|
|
- |
|
|
|
0.0 |
% |
MILLSAP COLLEGE
ELSE STUDENT ENTREPRENEURIAL FUND (127) |
|
|
- |
|
|
|
0.0 |
% |
|
|
2,500 |
|
|
|
- |
|
|
|
0.0 |
% |
PETER J. MINDOCK |
|
|
- |
|
|
|
0.0 |
% |
|
|
5,600 |
|
|
|
- |
|
|
|
0.0 |
% |
JOHN MINUTELLA |
|
|
- |
|
|
|
0.0 |
% |
|
|
20,000 |
|
|
|
- |
|
|
|
0.0 |
% |
MISS. GPE HOLDINGS
(128) |
|
|
75,360 |
|
|
|
0.2 |
% |
|
|
27,500 |
|
|
|
75,360 |
|
|
|
0.2 |
% |
JOHN M. POOLE |
|
|
- |
|
|
|
0.0 |
% |
|
|
2,500 |
|
|
|
- |
|
|
|
0.0 |
% |
MOLUMPHY CAPITAL
MANAGEMENT PROFIT SHARING PLAN (129) |
|
|
- |
|
|
|
0.0 |
% |
|
|
4,000 |
|
|
|
- |
|
|
|
0.0 |
% |
THOMAS J. MOLUMPHY |
|
|
- |
|
|
|
0.0 |
% |
|
|
2,000 |
|
|
|
- |
|
|
|
0.0 |
% |
MONTAUK PARTNERS
II, L.P. (130) |
|
|
- |
|
|
|
0.0 |
% |
|
|
4,277 |
|
|
|
- |
|
|
|
0.0 |
% |
D. ALLEN MOORE |
|
|
62,938 |
(55) |
|
|
0.1 |
% |
|
|
5,750 |
(56) |
|
|
62,938 |
|
|
|
0.1 |
% |
JEAN S. MOORE |
|
|
- |
|
|
|
0.0 |
% |
|
|
8,000 |
|
|
|
- |
|
|
|
0.0 |
% |
SHERRY
MORGANSTEIN |
|
|
- |
|
|
|
0.0 |
% |
|
|
5,000 |
|
|
|
- |
|
|
|
0.0 |
% |
BRIAN MORONEY |
|
|
- |
|
|
|
0.0 |
% |
|
|
28,006 |
|
|
|
- |
|
|
|
0.0 |
% |
CHRISTOPHER MORONEY |
|
|
- |
|
|
|
0.0 |
% |
|
|
39,998 |
|
|
|
- |
|
|
|
0.0 |
% |
EMILY M. MORONEY
T/W FBO MEGAN MORONEY |
|
|
- |
|
|
|
0.0 |
% |
|
|
7,995 |
|
|
|
- |
|
|
|
0.0 |
% |
C. GLENN MOSLEY |
|
|
- |
|
|
|
0.0 |
% |
|
|
8,000 |
|
|
|
- |
|
|
|
0.0 |
% |
THOMAS C. MOSS,
JR. |
|
|
- |
|
|
|
0.0 |
% |
|
|
11,800 |
|
|
|
- |
|
|
|
0.0 |
% |
A. CAMERON MOSS |
|
|
- |
|
|
|
0.0 |
% |
|
|
500 |
|
|
|
- |
|
|
|
0.0 |
% |
DAVID C. MOSS |
|
|
- |
|
|
|
0.0 |
% |
|
|
800 |
|
|
|
- |
|
|
|
0.0 |
% |
LELANE MOSS |
|
|
- |
|
|
|
0.0 |
% |
|
|
500 |
|
|
|
- |
|
|
|
0.0 |
% |
LYNETTE MOSS |
|
|
- |
|
|
|
0.0 |
% |
|
|
2,000 |
|
|
|
- |
|
|
|
0.0 |
% |
THOMAS C. MOSS,
JR. |
|
|
- |
|
|
|
0.0 |
% |
|
|
1,000 |
|
|
|
- |
|
|
|
0.0 |
% |
PATRICIA D. MOUZON |
|
|
- |
|
|
|
0.0 |
% |
|
|
4,000 |
|
|
|
- |
|
|
|
0.0 |
% |
WILLIAM S. MUNDY,
III |
|
|
- |
|
|
|
0.0 |
% |
|
|
5,000 |
|
|
|
- |
|
|
|
0.0 |
% |
DANIELLE R. MUNTEAN |
|
|
- |
|
|
|
0.0 |
% |
|
|
15,000 |
|
|
|
- |
|
|
|
0.0 |
% |
ARTHUR G. NAHAS,
D.O. |
|
|
- |
|
|
|
0.0 |
% |
|
|
2,600 |
|
|
|
- |
|
|
|
0.0 |
% |
ARTHUR G. NAHAS |
|
|
- |
|
|
|
0.0 |
% |
|
|
4,000 |
|
|
|
- |
|
|
|
0.0 |
% |
NATIONAL ADVISOR'S
TRUST C/F WILLIAM M. FONDREN, JR. REVOCABLE TRUST DTD 9/15/1999 (150) |
|
|
- |
|
|
|
0.0 |
% |
|
|
484 |
|
|
|
- |
|
|
|
0.0 |
% |
VEDRAN JOSEPH NAZOR |
|
|
- |
|
|
|
0.0 |
% |
|
|
1,000 |
|
|
|
- |
|
|
|
0.0 |
% |
DOUGLAS NELSON |
|
|
- |
|
|
|
0.0 |
% |
|
|
500 |
|
|
|
- |
|
|
|
0.0 |
% |
IRIS NEMERSON |
|
|
- |
|
|
|
0.0 |
% |
|
|
400 |
|
|
|
- |
|
|
|
0.0 |
% |
BERNICE NEWTON |
|
|
35,038 |
(57) |
|
|
0.1 |
% |
|
|
5,000 |
(58) |
|
|
35,038 |
|
|
|
0.1 |
% |
CARL A. NEWTON |
|
|
70,116 |
(59) |
|
|
0.2 |
% |
|
|
10,000 |
(60) |
|
|
70,116 |
|
|
|
0.2 |
% |
JEFFREY J. NEWTON |
|
|
70,118 |
(61) |
|
|
0.2 |
% |
|
|
10,000 |
(62) |
|
|
70,118 |
|
|
|
0.2 |
% |
MARK NEWTON |
|
|
70,096 |
(63) |
|
|
0.2 |
% |
|
|
10,000 |
(64) |
|
|
70,096 |
|
|
|
0.2 |
% |
THEODORE NICHOLS |
|
|
- |
|
|
|
0.0 |
% |
|
|
2,400 |
|
|
|
- |
|
|
|
0.0 |
% |
ARTHUR C.A. NICOL |
|
|
- |
|
|
|
0.0 |
% |
|
|
2,000 |
|
|
|
- |
|
|
|
0.0 |
% |
STU NIEBURG |
|
|
- |
|
|
|
0.0 |
% |
|
|
100 |
|
|
|
- |
|
|
|
0.0 |
% |
NPA ASSOCIATES
LLC (131) |
|
|
- |
|
|
|
0.0 |
% |
|
|
506 |
|
|
|
- |
|
|
|
0.0 |
% |
DAVE NUNGESSER |
|
|
- |
|
|
|
0.0 |
% |
|
|
1,000 |
|
|
|
- |
|
|
|
0.0 |
% |
MICHAEL OLES |
|
|
50,042 |
(65) |
|
|
0.1 |
% |
|
|
5,250 |
(66) |
|
|
50,042 |
|
|
|
0.1 |
% |
BRUCE E. COX, CF
MALLORY S. OLIVER |
|
|
- |
|
|
|
0.0 |
% |
|
|
50 |
|
|
|
- |
|
|
|
0.0 |
% |
BRUCE E. COX, CF
SCOTT N. OLIVER |
|
|
- |
|
|
|
0.0 |
% |
|
|
50 |
|
|
|
- |
|
|
|
0.0 |
% |
JANICE OLIVER |
|
|
- |
|
|
|
0.0 |
% |
|
|
200 |
|
|
|
- |
|
|
|
0.0 |
% |
ROBERT W. OLSON
IRA |
|
|
- |
|
|
|
0.0 |
% |
|
|
2,000 |
|
|
|
- |
|
|
|
0.0 |
% |
ROBERT W. OLSON |
|
|
- |
|
|
|
0.0 |
% |
|
|
200 |
|
|
|
- |
|
|
|
0.0 |
% |
RICK OSOFSKY |
|
|
- |
|
|
|
0.0 |
% |
|
|
153 |
|
|
|
- |
|
|
|
0.0 |
% |
JILLIAN GINSBURG
PALASH |
|
|
- |
|
|
|
0.0 |
% |
|
|
2,500 |
|
|
|
- |
|
|
|
0.0 |
% |
FRANCESS PALMER |
|
|
- |
|
|
|
0.0 |
% |
|
|
1,600 |
|
|
|
- |
|
|
|
0.0 |
% |
JAMES M. PATANO |
|
|
- |
|
|
|
0.0 |
% |
|
|
6,000 |
|
|
|
- |
|
|
|
0.0 |
% |
TYLER J. PAUL |
|
|
- |
|
|
|
0.0 |
% |
|
|
20 |
|
|
|
- |
|
|
|
0.0 |
% |
WAYNE PAUL C/O
MARK & LORI RUBERSTEIN |
|
|
- |
|
|
|
0.0 |
% |
|
|
1,000 |
|
|
|
- |
|
|
|
0.0 |
% |
ROGER PEDERSEN |
|
|
100,342 |
|
|
|
0.2 |
% |
|
|
32,000 |
|
|
|
100,342 |
|
|
|
0.2 |
% |
ROGER PEDERSEN
AND RAYOLA PEDERSEN |
|
|
100,342 |
|
|
|
0.2 |
% |
|
|
13,000 |
|
|
|
100,342 |
|
|
|
0.2 |
% |
JANE SEXTON IRA |
|
|
- |
|
|
|
0.0 |
% |
|
|
4,000 |
|
|
|
- |
|
|
|
0.0 |
% |
HELFET PENSION |
|
|
- |
|
|
|
0.0 |
% |
|
|
1,235 |
|
|
|
- |
|
|
|
0.0 |
% |
THOMAS P. PERONE |
|
|
54,580 |
(67) |
|
|
0.1 |
% |
|
|
36,000 |
(68) |
|
|
54,580 |
|
|
|
0.1 |
% |
H. CLAYTON PETERSON |
|
|
- |
|
|
|
0.0 |
% |
|
|
4,000 |
|
|
|
- |
|
|
|
0.0 |
% |
JOHN J. PETRO AND
NANCY J. PETRO |
|
|
- |
|
|
|
0.0 |
% |
|
|
1,000 |
|
|
|
- |
|
|
|
0.0 |
% |
PFSI FBO MASON
SPEED SEXTON R/O IRA |
|
|
- |
|
|
|
0.0 |
% |
|
|
28,000 |
|
|
|
- |
|
|
|
0.0 |
% |
KAREN J. PHILLIPS |
|
|
- |
|
|
|
0.0 |
% |
|
|
1,600 |
|
|
|
- |
|
|
|
0.0 |
% |
JOHN M. POOLE |
|
|
- |
|
|
|
0.0 |
% |
|
|
1,375 |
|
|
|
- |
|
|
|
0.0 |
% |
ALBERT PORTO, JR. |
|
|
- |
|
|
|
0.0 |
% |
|
|
1,004 |
|
|
|
- |
|
|
|
0.0 |
% |
STEVEN POTTASH |
|
|
- |
|
|
|
0.0 |
% |
|
|
2,000 |
|
|
|
- |
|
|
|
0.0 |
% |
PAUL GIUNTO |
|
|
- |
|
|
|
0.0 |
% |
|
|
4,000 |
|
|
|
- |
|
|
|
0.0 |
% |
PREMIER PARTNERS
INVESTMENTS, LLP (132) |
|
|
- |
|
|
|
0.0 |
% |
|
|
1,099 |
|
|
|
- |
|
|
|
0.0 |
% |
PRINCETON UNIVERSITY
(133) |
|
|
- |
|
|
|
0.0 |
% |
|
|
19,800 |
|
|
|
- |
|
|
|
0.0 |
% |
ROBIN M. PROCTOR |
|
|
- |
|
|
|
0.0 |
% |
|
|
10 |
|
|
|
- |
|
|
|
0.0 |
% |
ROBIN M. PROCTOR
C/F ALIX E. PROCTOR |
|
|
- |
|
|
|
0.0 |
% |
|
|
10 |
|
|
|
- |
|
|
|
0.0 |
% |
ROBIN M. PROCTOR
C/F CAITLIN E. PROCTOR |
|
|
- |
|
|
|
0.0 |
% |
|
|
10 |
|
|
|
- |
|
|
|
0.0 |
% |
NAOMI PRUSKY |
|
|
- |
|
|
|
0.0 |
% |
|
|
21,600 |
|
|
|
- |
|
|
|
0.0 |
% |
DOROTHY PURPURA |
|
|
- |
|
|
|
0.0 |
% |
|
|
1,000 |
|
|
|
- |
|
|
|
0.0 |
% |
ELLIOTT D. MAPPUS |
|
|
- |
|
|
|
0.0 |
% |
|
|
550 |
|
|
|
- |
|
|
|
0.0 |
% |
ELIZABETH C. MAPPUS |
|
|
- |
|
|
|
0.0 |
% |
|
|
550 |
|
|
|
- |
|
|
|
0.0 |
% |
JOHN RANDOLPH | |
| - | | |
| 0.0 | % | |
| 1,000 | | |
| - | | |
| 0.0 | % |
JOHN RATH | |
| - | | |
| 0.0 | % | |
| 1,100 | | |
| - | | |
| 0.0 | % |
BRUCE A. RAYBECK | |
| 100,410 | (69) | |
| 0.2 | % | |
| 15,000 | (70) | |
| 100,410 | | |
| 0.2 | % |
RON REED | |
| - | | |
| 0.0 | % | |
| 200 | | |
| - | | |
| 0.0 | % |
EDWARD H. REILLY | |
| - | | |
| 0.0 | % | |
| 11,000 | | |
| - | | |
| 0.0 | % |
JAMES A. REILLY | |
| - | | |
| 0.0 | % | |
| 7,000 | | |
| - | | |
| 0.0 | % |
JAMES J. REILLY | |
| - | | |
| 0.0 | % | |
| 7,000 | | |
| - | | |
| 0.0 | % |
KEVIN G. REILLY | |
| - | | |
| 0.0 | % | |
| 7,000 | | |
| - | | |
| 0.0 | % |
SUSAN M. RELYEA | |
| - | | |
| 0.0 | % | |
| 2,000 | | |
| - | | |
| 0.0 | % |
RENE' J. AND NANCY S. KERN | |
| - | | |
| 0.0 | % | |
| 22,000 | | |
| - | | |
| 0.0 | % |
DANIEL RICHARDSON | |
| - | | |
| 0.0 | % | |
| 1,000 | | |
| - | | |
| 0.0 | % |
MELISSA RICHARDSON C/F CHARLES RAPHAEL
RICHARDSON UGTMA/LA | |
| - | | |
| 0.0 | % | |
| 19,424 | | |
| - | | |
| 0.0 | % |
MELISSA S. RICHARDSON | |
| - | | |
| 0.0 | % | |
| 51,000 | | |
| - | | |
| 0.0 | % |
ANDREA L. RICKETT | |
| - | | |
| 0.0 | % | |
| 500 | | |
| - | | |
| 0.0 | % |
MARK A. RITCHIE | |
| - | | |
| 0.0 | % | |
| 2,500 | | |
| - | | |
| 0.0 | % |
ROBERT E. AND NANETTE M. ZAKIAN | |
| - | | |
| 0.0 | % | |
| 2,500 | | |
| - | | |
| 0.0 | % |
MARIE T. ROBERTSON | |
| - | | |
| 0.0 | % | |
| 500 | | |
| - | | |
| 0.0 | % |
LINDA K. ROBINSON | |
| - | | |
| 0.0 | % | |
| 4,000 | | |
| - | | |
| 0.0 | % |
KIMBERLY RODGERS | |
| - | | |
| 0.0 | % | |
| 7,125 | | |
| - | | |
| 0.0 | % |
ARIELLE K. ROEMER | |
| - | | |
| 0.0 | % | |
| 3,666 | | |
| - | | |
| 0.0 | % |
DEENA K. ROEMER | |
| - | | |
| 0.0 | % | |
| 3,666 | | |
| - | | |
| 0.0 | % |
SHIRA K. ROEMER | |
| - | | |
| 0.0 | % | |
| 3,666 | | |
| - | | |
| 0.0 | % |
STEVEN ROEMER AND RIVKA KATZ | |
| - | | |
| 0.0 | % | |
| 75,000 | | |
| - | | |
| 0.0 | % |
RONALD AND MYRA SOLFER SCOLERI | |
| | | |
| 0.0 | % | |
| 2,500 | | |
| - | | |
| 0.0 | % |
ANTHONY R. ROOKLIN | |
| - | | |
| 0.0 | % | |
| 3,480 | | |
| - | | |
| 0.0 | % |
LAURA ROOKLIN | |
| - | | |
| 0.0 | % | |
| 880 | | |
| - | | |
| 0.0 | % |
LEAH ROOKLIN | |
| - | | |
| 0.0 | % | |
| 1,000 | | |
| - | | |
| 0.0 | % |
NEIL ROOKLIN | |
| - | | |
| 0.0 | % | |
| 1,000 | | |
| - | | |
| 0.0 | % |
NEIL J. ROOKLIN | |
| - | | |
| 0.0 | % | |
| 3,000 | | |
| - | | |
| 0.0 | % |
ROSE NOMINEES LIMITED A/C 204060 (134) | |
| | | |
| 0.0 | % | |
| 8,000 | | |
| - | | |
| 0.0 | % |
SIDNEY ROSENBLATT | |
| - | | |
| 0.0 | % | |
| 40,000 | | |
| - | | |
| 0.0 | % |
ARNOLD S. ROSS | |
| - | | |
| 0.0 | % | |
| 16,000 | | |
| - | | |
| 0.0 | % |
EDWARD
L. ROTENBERG |
|
|
67,924 |
(71) |
|
|
0.2 |
% |
|
|
6,750 |
(72) |
|
|
67,924 |
|
|
|
0.2 |
% |
STEPHEN J. ROTENBERG |
|
|
62,924 |
(73) |
|
|
0.1 |
% |
|
|
5,750 |
(74) |
|
|
62,924 |
|
|
|
0.1 |
% |
LORI RUBENSTEIN |
|
|
- |
|
|
|
0.0 |
% |
|
|
25,000 |
|
|
|
- |
|
|
|
0.0 |
% |
CRAIG S. RUSSELL |
|
|
- |
|
|
|
0.0 |
% |
|
|
600 |
|
|
|
- |
|
|
|
0.0 |
% |
DAVID A. RUSTINE
AND REBECCA RUSTINE JTWROS |
|
|
- |
|
|
|
0.0 |
% |
|
|
2,200 |
|
|
|
- |
|
|
|
0.0 |
% |
ABRAHAM SALAMAN |
|
|
- |
|
|
|
0.0 |
% |
|
|
18,000 |
|
|
|
- |
|
|
|
0.0 |
% |
ZACHARY C. SALMON |
|
|
- |
|
|
|
0.0 |
% |
|
|
11,000 |
|
|
|
- |
|
|
|
0.0 |
% |
SHANTHRAJ SAMUEL |
|
|
20,148 |
(45) |
|
|
0.0 |
% |
|
|
1,000 |
(46) |
|
|
20,148 |
|
|
|
0.0 |
% |
SANDERS FAMILY
LIMITED PARTNERSHIP III (135) |
|
|
- |
|
|
|
0.0 |
% |
|
|
3,210 |
|
|
|
- |
|
|
|
0.0 |
% |
VERNON E. SANDERS |
|
|
- |
|
|
|
0.0 |
% |
|
|
15,000 |
|
|
|
- |
|
|
|
0.0 |
% |
SANDS FAMILY TRUST
(151) |
|
|
- |
|
|
|
0.0 |
% |
|
|
498 |
|
|
|
- |
|
|
|
0.0 |
% |
STEVEN SATELL |
|
|
- |
|
|
|
0.0 |
% |
|
|
1,000 |
|
|
|
- |
|
|
|
0.0 |
% |
HENRY N. SAURAGE,
IV |
|
|
377,466 |
(75) |
|
|
0.9 |
% |
|
|
45,500 |
(76) |
|
|
377,466 |
|
|
|
0.9 |
% |
MICHAEL SCHENK |
|
|
- |
|
|
|
0.0 |
% |
|
|
200 |
|
|
|
- |
|
|
|
0.0 |
% |
MICHAEL S. SCHURR
& SUSAN SCHURR |
|
|
- |
|
|
|
0.0 |
% |
|
|
2,000 |
|
|
|
- |
|
|
|
0.0 |
% |
RICHARD SCHWARTZ |
|
|
45,096 |
(77) |
|
|
0.1 |
% |
|
|
5,000 |
(78) |
|
|
45,096 |
|
|
|
0.1 |
% |
SCOTT SELIGSOHN |
|
|
- |
|
|
|
0.0 |
% |
|
|
300,000 |
|
|
|
- |
|
|
|
0.0 |
% |
MAURINE MAY SCOTT |
|
|
- |
|
|
|
0.0 |
% |
|
|
3,000 |
|
|
|
- |
|
|
|
0.0 |
% |
MICHAEL JAMES SCOTT |
|
|
- |
|
|
|
0.0 |
% |
|
|
4,000 |
|
|
|
- |
|
|
|
0.0 |
% |
SCOTT SELIGSOHN |
|
|
- |
|
|
|
0.0 |
% |
|
|
65,000 |
|
|
|
- |
|
|
|
0.0 |
% |
SHERWIN I. SELIGSOHN |
|
|
- |
|
|
|
0.0 |
% |
|
|
80,000 |
|
|
|
- |
|
|
|
0.0 |
% |
SCOTT SEMEL |
|
|
- |
|
|
|
0.0 |
% |
|
|
2,000 |
|
|
|
- |
|
|
|
0.0 |
% |
GEORGE L. SEWARD |
|
|
- |
|
|
|
0.0 |
% |
|
|
40,000 |
|
|
|
- |
|
|
|
0.0 |
% |
MASON SPEED SEXTON |
|
|
- |
|
|
|
0.0 |
% |
|
|
37,580 |
|
|
|
- |
|
|
|
0.0 |
% |
HARRIS A. SHAPIRO |
|
|
- |
|
|
|
0.0 |
% |
|
|
4,000 |
|
|
|
- |
|
|
|
0.0 |
% |
CLARK SHAW |
|
|
- |
|
|
|
0.0 |
% |
|
|
4,000 |
|
|
|
- |
|
|
|
0.0 |
% |
MICHAEL P. SHEINSON
TRUSTEE OF THE MICHAEL P. SHEINSON TRUST U/A DATED JULY 22, 1994 |
|
|
- |
|
|
|
0.0 |
% |
|
|
4,000 |
|
|
|
- |
|
|
|
0.0 |
% |
SIMONE R. SIEX |
|
|
- |
|
|
|
0.0 |
% |
|
|
2,000 |
|
|
|
- |
|
|
|
0.0 |
% |
LOUIS SILVERMAN |
|
|
- |
|
|
|
0.0 |
% |
|
|
2,000 |
|
|
|
- |
|
|
|
0.0 |
% |
RICHARD V. SIMKUS |
|
|
- |
|
|
|
0.0 |
% |
|
|
2,000 |
|
|
|
- |
|
|
|
0.0 |
% |
CATHERINE SIRAWSKY |
|
|
- |
|
|
|
0.0 |
% |
|
|
10,000 |
|
|
|
- |
|
|
|
0.0 |
% |
CATHERINE
B. SIRAWSKY |
|
|
- |
|
|
|
0.0 |
% |
|
|
6,300 |
|
|
|
- |
|
|
|
0.0 |
% |
LYLE SITTERLY,
JR. |
|
|
- |
|
|
|
0.0 |
% |
|
|
10,000 |
|
|
|
- |
|
|
|
0.0 |
% |
HELEN SIUDYLA-TOTTY |
|
|
- |
|
|
|
0.0 |
% |
|
|
3,800 |
|
|
|
- |
|
|
|
0.0 |
% |
PAUL C. SKRMETTA,
II |
|
|
|
|
|
|
0.0 |
% |
|
|
67,500 |
|
|
|
- |
|
|
|
0.0 |
% |
BARBARA SKRMETTA |
|
|
- |
|
|
|
0.0 |
% |
|
|
51,000 |
|
|
|
- |
|
|
|
0.0 |
% |
DENNIS SKRMETTA |
|
|
- |
|
|
|
0.0 |
% |
|
|
66,250 |
|
|
|
- |
|
|
|
0.0 |
% |
ERIC F. SKRMETTA |
|
|
- |
|
|
|
0.0 |
% |
|
|
75,250 |
|
|
|
- |
|
|
|
0.0 |
% |
ERIC F. SKRMETTA,
C/F MARSHA SKRMETTA |
|
|
- |
|
|
|
0.0 |
% |
|
|
42,750 |
|
|
|
- |
|
|
|
0.0 |
% |
ERIC F. SKRMETTA
C/F RAPHAEL Q. SKRMETTA, III UGTMA/LA |
|
|
- |
|
|
|
0.0 |
% |
|
|
42,750 |
|
|
|
- |
|
|
|
0.0 |
% |
KRISTAL SKRMETTA |
|
|
- |
|
|
|
0.0 |
% |
|
|
57,500 |
|
|
|
- |
|
|
|
0.0 |
% |
KRISTAL M. SKRMETTA |
|
|
- |
|
|
|
0.0 |
% |
|
|
10,000 |
|
|
|
- |
|
|
|
0.0 |
% |
DONNE D. SLABY |
|
|
- |
|
|
|
0.0 |
% |
|
|
880 |
|
|
|
- |
|
|
|
0.0 |
% |
MARK SLABY |
|
|
- |
|
|
|
0.0 |
% |
|
|
1,540 |
|
|
|
- |
|
|
|
0.0 |
% |
JIM SMITH |
|
|
- |
|
|
|
0.0 |
% |
|
|
5,000 |
|
|
|
- |
|
|
|
0.0 |
% |
JOHN A. SMITH |
|
|
- |
|
|
|
0.0 |
% |
|
|
10,000 |
|
|
|
- |
|
|
|
0.0 |
% |
NANCY L. SMITH |
|
|
- |
|
|
|
0.0 |
% |
|
|
200 |
|
|
|
- |
|
|
|
0.0 |
% |
ROGER M. SMITH |
|
|
60,288 |
(79) |
|
|
0.1 |
% |
|
|
30,000 |
(80) |
|
|
60,288 |
|
|
|
0.1 |
% |
KATHLEEN SMITH-GRANAHAN |
|
|
- |
|
|
|
0.0 |
% |
|
|
2,000 |
|
|
|
- |
|
|
|
0.0 |
% |
W. COURT SOLOFF |
|
|
- |
|
|
|
0.0 |
% |
|
|
500 |
|
|
|
- |
|
|
|
0.0 |
% |
SOM AND ANDREE
P. TYAGI |
|
|
- |
|
|
|
0.0 |
% |
|
|
1,000 |
|
|
|
- |
|
|
|
0.0 |
% |
OTTO SPAMER |
|
|
- |
|
|
|
0.0 |
% |
|
|
227 |
|
|
|
- |
|
|
|
0.0 |
% |
TOM SPANGENBERG |
|
|
- |
|
|
|
0.0 |
% |
|
|
983 |
|
|
|
- |
|
|
|
0.0 |
% |
STANTON S. AND
ELLEN S. RUBENSTEIN |
|
|
- |
|
|
|
0.0 |
% |
|
|
2,000 |
|
|
|
- |
|
|
|
0.0 |
% |
CLINTON K. STAPP |
|
|
- |
|
|
|
0.0 |
% |
|
|
8,600 |
|
|
|
- |
|
|
|
0.0 |
% |
STEIN FAMILY TRUST
(136) |
|
|
- |
|
|
|
0.0 |
% |
|
|
10,000 |
|
|
|
- |
|
|
|
0.0 |
% |
MARTIN B. STEIN
AND EDITH STEIN JT TEN |
|
|
- |
|
|
|
0.0 |
% |
|
|
210,000 |
|
|
|
- |
|
|
|
0.0 |
% |
MARTIN B. STEIN
AND EDITH STEIN JT TEN |
|
|
- |
|
|
|
0.0 |
% |
|
|
21,000 |
|
|
|
- |
|
|
|
0.0 |
% |
ROBERT J. STEPHENS
IRA |
|
|
- |
|
|
|
0.0 |
% |
|
|
2,750 |
|
|
|
- |
|
|
|
0.0 |
% |
WALT FAGAN III
|
|
|
- |
|
|
|
0.0 |
% |
|
|
3,000 |
|
|
|
- |
|
|
|
0.0 |
% |
HARVEY T. STOMA |
|
|
50,438 |
(81) |
|
|
0.1 |
% |
|
|
23,250 |
(82) |
|
|
50,438 |
|
|
|
0.1 |
% |
CARTER R. STONE |
|
|
- |
|
|
|
0.0 |
% |
|
|
10,560 |
|
|
|
- |
|
|
|
0.0 |
% |
JOEY S. STONE AND
CARTER ROSE STONE |
|
|
486,911 |
|
|
|
1.1 |
% |
|
|
100,000 |
|
|
|
486,911 |
|
|
|
1.1 |
% |
JOEY
S. STONE |
|
|
486,911 |
|
|
|
1.1 |
% |
|
|
449,440 |
|
|
|
486,911 |
|
|
|
1.1 |
% |
KATHERINE S. STONE |
|
|
- |
|
|
|
0.0 |
% |
|
|
41,000 |
|
|
|
- |
|
|
|
0.0 |
% |
WILLIAM S. STONE |
|
|
- |
|
|
|
0.0 |
% |
|
|
2,000 |
|
|
|
- |
|
|
|
0.0 |
% |
STONEBRIDGE PROPERTIES,
LTD (137) |
|
|
- |
|
|
|
0.0 |
% |
|
|
10,000 |
|
|
|
- |
|
|
|
0.0 |
% |
SUN SOURCE GROUP,
LLC (138) |
|
|
- |
|
|
|
0.0 |
% |
|
|
15,000 |
|
|
|
- |
|
|
|
0.0 |
% |
JEANETTE SWEENEY |
|
|
- |
|
|
|
0.0 |
% |
|
|
200 |
|
|
|
- |
|
|
|
0.0 |
% |
DANIEL TADIE |
|
|
- |
|
|
|
0.0 |
% |
|
|
300 |
|
|
|
- |
|
|
|
0.0 |
% |
ESTATE OF SAMUEL
J. TALUCCI (152) |
|
|
- |
|
|
|
0.0 |
% |
|
|
1,000 |
|
|
|
- |
|
|
|
0.0 |
% |
SUZANNE TEMPLE |
|
|
- |
|
|
|
0.0 |
% |
|
|
4,000 |
|
|
|
- |
|
|
|
0.0 |
% |
THE BURLAGE FAMILY
TRUST (139) |
|
|
- |
|
|
|
0.0 |
% |
|
|
18,000 |
|
|
|
- |
|
|
|
0.0 |
% |
THE BURNS PARTNERSHIP
LLC(83) |
|
|
803,616 |
(84) |
|
|
1.8 |
% |
|
|
188,000 |
(85) |
|
|
803,616 |
|
|
|
1.9 |
% |
THE CRUISE FAMILY
TRUST (140) |
|
|
- |
|
|
|
0.0 |
% |
|
|
3,400 |
|
|
|
- |
|
|
|
0.0 |
% |
THE DON AND VICKIE
CRUISE LIVING TRUST U/A DATED FEB. 6, 1997 (153) |
|
|
- |
|
|
|
0.0 |
% |
|
|
4,100 |
|
|
|
- |
|
|
|
0.0 |
% |
THE KESSOCK FAMILY
TRUST (141) |
|
|
- |
|
|
|
0.0 |
% |
|
|
100 |
|
|
|
- |
|
|
|
0.0 |
% |
THE LERNER LIVING
TRUST (154) |
|
|
- |
|
|
|
0.0 |
% |
|
|
4,400 |
|
|
|
- |
|
|
|
0.0 |
% |
THE REVOCABLE TRUST
OF ELAN PRYSTOWSKY (155) |
|
|
- |
|
|
|
0.0 |
% |
|
|
400 |
|
|
|
- |
|
|
|
0.0 |
% |
THE STEVEN M. ROEMER
2012 TRUST DATED 12/10/2012(156) |
|
|
- |
|
|
|
0.0 |
% |
|
|
12,000 |
|
|
|
- |
|
|
|
0.0 |
% |
THE TITAN INDUSTRIAL
CORP (142) |
|
|
- |
|
|
|
0.0 |
% |
|
|
16,000 |
|
|
|
- |
|
|
|
0.0 |
% |
THE UNIVERSITY
OF SOUTHERN CALIFORNIA (143) |
|
|
- |
|
|
|
0.0 |
% |
|
|
10,100 |
|
|
|
- |
|
|
|
0.0 |
% |
WAYNE A. THOMAS |
|
|
35,038 |
(86) |
|
|
0.1 |
% |
|
|
5,000 |
(87) |
|
|
35,038 |
|
|
|
0.1 |
% |
CLAIRE MARISSA
THOMPSON |
|
|
- |
|
|
|
0.0 |
% |
|
|
200,000 |
|
|
|
- |
|
|
|
0.0 |
% |
KEVIN FARRELL THOMPSON |
|
|
- |
|
|
|
0.0 |
% |
|
|
200,000 |
|
|
|
- |
|
|
|
0.0 |
% |
MARK E. THOMPSON
(144) |
|
|
1,277,023 |
|
|
|
2.9 |
% |
|
|
200,000 |
|
|
|
1,277,023 |
|
|
|
2.9 |
% |
RAYMOND THORNE |
|
|
- |
|
|
|
0.0 |
% |
|
|
3,000 |
|
|
|
- |
|
|
|
0.0 |
% |
BOB TOOF |
|
|
- |
|
|
|
0.0 |
% |
|
|
5,000 |
|
|
|
- |
|
|
|
0.0 |
% |
TREMBLAY & SMITH PENSION PLAN F/B/O M. E. GIBSON, JR.(157) |
|
|
- |
|
|
|
0.0 |
% |
|
|
4,000 |
|
|
|
- |
|
|
|
0.0 |
% |
TINA TURNER |
|
|
- |
|
|
|
0.0 |
% |
|
|
3,080 |
|
|
|
- |
|
|
|
0.0 |
% |
JANE TZORTZIS |
|
|
20,000 |
|
|
|
0.0 |
% |
|
|
1,000 |
|
|
|
20,000 |
|
|
|
0.0 |
% |
JOHN OR JANE TZORTZIS |
|
|
20,000 |
|
|
|
0.0 |
% |
|
|
1,000 |
|
|
|
20,000 |
|
|
|
0.0 |
% |
UNIVERSITY OF DAYTON
(145) |
|
|
- |
|
|
|
0.0 |
% |
|
|
1,937 |
|
|
|
- |
|
|
|
0.0 |
% |
TIMOTHY C. VALLUZZO |
|
|
- |
|
|
|
0.0 |
% |
|
|
12,500 |
|
|
|
- |
|
|
|
0.0 |
% |
VHCO, LLC (158) |
|
|
804,932 |
|
|
|
1.8 |
% |
|
|
30,000 |
|
|
|
804,932 |
|
|
|
1.9 |
% |
PETER A. VOSGERICHIAN | |
| - | | |
| 0.0 | % | |
| 3,270 | | |
| - | | |
| 0.0 | % |
AARON L. WADELL | |
| - | | |
| 0.0 | % | |
| 50,000 | | |
| - | | |
| 0.0 | % |
ALBERT J. WAHBA AND JUDITH WAHBA | |
| 17,536
(3) | | |
| 0.0 | % | |
| 2,500 | | |
| 17,536 | | |
| 0.0 | % |
ANN WALKER | |
| - | | |
| 0.0 | % | |
| 2,500 | | |
| - | | |
| 0.0 | % |
LUKE A. WALKER | |
| - | | |
| 0.0 | % | |
| 100 | | |
| - | | |
| 0.0 | % |
KAREN L. WALTON C/F JENNIFER T. WALTON | |
| - | | |
| 0.0 | % | |
| 100 | | |
| - | | |
| 0.0 | % |
KAREN L. WALTON C/F JEREMY M. WALTON | |
| - | | |
| 0.0 | % | |
| 200 | | |
| - | | |
| 0.0 | % |
ROBERT A. WARD, JR. | |
| - | | |
| 0.0 | % | |
| 3,875 | | |
| - | | |
| 0.0 | % |
RICHARD WAYBURN | |
| - | | |
| 0.0 | % | |
| 2,000 | | |
| - | | |
| 0.0 | % |
DONALD J. WEISS | |
| - | | |
| 0.0 | % | |
| 2,500 | | |
| - | | |
| 0.0 | % |
JULI S. WEISS | |
| - | | |
| 0.0 | % | |
| 18,000 | | |
| - | | |
| 0.0 | % |
ALINDA C. WHITE OR JOHN LEE WHITE | |
| - | | |
| 0.0 | % | |
| 4,300 | | |
| - | | |
| 0.0 | % |
JOHN R. WHITTON, JR. | |
| - | | |
| 0.0 | % | |
| 2,000 | | |
| - | | |
| 0.0 | % |
J. EDWARD WILLARD | |
| - | | |
| 0.0 | % | |
| 12,887 | | |
| - | | |
| 0.0 | % |
JULES R. WILLEN | |
| - | | |
| 0.0 | % | |
| 227 | | |
| - | | |
| 0.0 | % |
WILLIAM J. BURNS RESIDUAL TRUST U/I DATED
02/04/2004(88) | |
| 100,452 | (89) | |
| 0.2 | % | |
| 11,000 | (90) | |
| 100,452 | | |
| 0.2 | % |
JOHN FORREST WILLIAMS | |
| - | | |
| 0.0 | % | |
| 333 | | |
| - | | |
| 0.0 | % |
ROBERT BRUCE WILLIAMS | |
| - | | |
| 0.0 | % | |
| 333 | | |
| - | | |
| 0.0 | % |
STEPHEN PETER WILLIAMS | |
| - | | |
| 0.0 | % | |
| 333 | | |
| - | | |
| 0.0 | % |
ELEANOR C. WILLIAMSON | |
| - | | |
| 0.0 | % | |
| 3,000 | | |
| - | | |
| 0.0 | % |
CATHY WILSON | |
| | | |
| 0.0 | % | |
| 100 | | |
| - | | |
| 0.0 | % |
WIMERTON INTERNATIONAL, INC
(159) | |
| - | | |
| 0.0 | % | |
| 4,000 | | |
| - | | |
| 0.0 | % |
WILLIAM A. WINES AND VALERIE WINES JT
TEN | |
| - | | |
| 0.0 | % | |
| 1,100 | | |
| - | | |
| 0.0 | % |
DANIEL R. WINKELMAN, TRUSTEE DANIEL R.
WINKELMAN IRREVOCABLE TRUST U.A.D. 11/15/12 | |
| - | | |
| 0.0 | % | |
| 220 | | |
| - | | |
| 0.0 | % |
JENNIFER S. WINKELMAN, TRUSTEE JENNIFER
S. WINKELMAN IRREVOCABLE TRUST U.A.D. 11/51/12 | |
| - | | |
| 0.0 | % | |
| 220 | | |
| - | | |
| 0.0 | % |
A. CHARLES WINKELMAN | |
| - | | |
| 0.0 | % | |
| 7,167 | | |
| - | | |
| 0.0 | % |
MARC T. WINKELMAN | |
| - | | |
| 0.0 | % | |
| 1,056 | | |
| - | | |
| 0.0 | % |
JOSHUA SETH WINKLEMAN | |
| - | | |
| 0.0 | % | |
| 2,260 | | |
| - | | |
| 0.0 | % |
JOSEPH YACOE | |
| - | | |
| 0.0 | % | |
| 2,200 | | |
| - | | |
| 0.0 | % |
ALFRED G. YATES, JR. AND BARBARA L. YATES,
JT TEN | |
| - | | |
| 0.0 | % | |
| 7,437 | | |
| - | | |
| 0.0 | % |
H. DEWEY YESNER | |
| - | | |
| 0.0 | % | |
| 5,175 | | |
| - | | |
| 0.0 | % |
YORMARK LIMITED PARTNERSHIP(91) | |
| 50,192 | (92) | |
| 0.1 | % | |
| 15,000 | (93) | |
| 50,192 | | |
| 0.1 | % |
TERRY R. YORMARK | |
| 100,384 | (94) | |
| 0.2 | % | |
| 33,000 | (95) | |
| 100,384 | | |
| 0.2 | % |
TERRY R. YORMARK II | |
| 60,288 | (96) | |
| 0.1 | % | |
| 15,000 | (97) | |
| 60,288 | | |
| 0.1 | % |
MARSHA ZEBIN | |
| - | | |
| 0.0 | % | |
| 10,000 | | |
| - | | |
| 0.0 | % |
EDMUND J. ZEITER | |
| 175,730 | | |
| 0.4 | % | |
| 10,000 | | |
| 175,730 | | |
| 0.4 | % |
ZONA Z. KREIDEL MARITAL TRUST (161) | |
| - | | |
| 0.0 | % | |
| 2,000 | | |
| - | | |
| 0.0 | % |
| |
| | | |
| | | |
| | | |
| | | |
| | |
TOTAL | |
| | | |
| | | |
| 15,500,616 | | |
| | | |
| | |
- Less than 1%.
|
(1) |
The number and percentage of shares beneficially owned is determined in accordance
with Rule 13d-3 of the Securities Exchange Act of 1934, as amended, and the information is not necessarily indicative of beneficial
ownership for any other purpose. Under such rule, beneficial ownership includes any shares as to which the selling stockholders
has sole or shared voting power or investment power and also any shares, which the selling stockholders has the right to acquire
within 60 days. As of the date of this Prospectus, the Company had 44,282,278 shares of Common Stock issued and outstanding. |
|
(2) |
Assumes the sale of all shares included in this Prospectus. |
|
(3) |
Such shares include (i) a warrant to purchase an aggregate of 15,018 shares of
Common Stock, and (ii) 2,518 shares of Common Stock. |
|
(4) |
Such shares included in the Prospectus include 2,500 shares of Common Stock. |
|
(5) |
Such shares include (i) a warrant to purchase an aggregate of 370,384 shares of
Common Stock, and (ii) 235,384 shares of Common Stock. |
|
(6) |
Such shares included in the Prospectus include 7,000 shares of Common Stock. |
|
(7) |
Such shares include (i) a warrant to purchase an aggregate of 35,134 shares of
Common Stock, and (ii) 35,134 shares of Common Stock. |
|
(8) |
Such shares included in the Prospectus include 10,000 shares of Common Stock. |
|
(9) |
Such shares include (i) a warrant to purchase an aggregate of 37,668 shares of
Common Stock, and (ii) 25,168 shares of Common Stock. |
|
(10) |
Such shares included in the Prospectus include 10,750 shares of Common Stock. |
|
(11) |
Barbara K. Burns has the power to vote and dispose the shares held by Barbara
K. Burns Revocable Trust V/1 Dated 2/11/2004 Barbara K. Burns Trustee. |
|
(12) |
Such shares include (i) a warrant to purchase an aggregate of 50,226 shares of
Common Stock, and (ii) 50,226 shares of Common Stock. |
|
(13) |
Such shares included in the Prospectus include 5,000 shares of Common Stock. |
|
(14) |
Such shares include (i) a warrant to purchase an aggregate of 25,411 shares of
Common Stock, and (ii) 25,411 shares of Common Stock. |
|
(15) |
Such shares included in the Prospectus include 29,000 shares of Common Stock. |
|
(16) |
Jonathan Bruser has the power to vote and dispose the shares held by Bayou Solar
Investments, LLC. |
|
(17) |
Such shares include (i) a warrant to purchase an aggregate of 150, 096 shares
of Common Stock, and (ii) 25,096 shares of Common Stock. |
|
(18) |
Such shares included in the Prospectus include 25,000 shares of Common Stock. |
|
(19) |
Such shares include (i) a warrant to purchase an aggregate of 350,959 shares of
Common Stock, and (ii) 350,959 shares of Common Stock. |
|
(20) |
Such shares included in the Prospectus include 10,000 shares of Common Stock. |
|
(21) |
Such shares include (i) a warrant to purchase an aggregate of 50,274 shares of
Common Stock, and (ii) 50,274 shares of Common Stock. |
|
(22) |
Such shares included in the Prospectus include 30,000 shares of Common Stock. |
|
(23) |
Such shares include (i) a warrant to purchase an aggregate of 50,185 shares of
Common Stock, and (ii) 50,185 shares of Common Stock. |
|
(24) |
Such shares included in the Prospectus include 2,000 shares of Common Stock. |
|
(25) |
Such shares include (i) a warrant to purchase an aggregate of 12,577 shares of
Common Stock, and (ii) 12,577 shares of Common Stock. |
|
(26) |
Such shares included in the Prospectus include 10,000 shares of Common Stock. |
|
(27) |
Such shares include (i) a warrant to purchase an aggregate of 25,185 shares of
Common Stock, and (ii) 25,185 shares of Common Stock. |
|
(28) |
Such shares included in the Prospectus include 31,000 shares of Common Stock. |
|
(29) |
Such shares include (i) a warrant to purchase an aggregate of 35,096 shares of
Common Stock, and (ii) 25,096 shares of Common Stock. |
|
(30) |
Such shares included in the Prospectus include 8,000 shares of Common Stock. |
|
(31) |
Such shares include (i) a warrant to purchase an aggregate of 700,740 shares of
Common Stock, and (ii) 100,740 shares of Common Stock. |
|
(32) |
Such shares included in the Prospectus include 22,000 shares of Common Stock. |
|
(33) |
Such shares include (i) a warrant to purchase an aggregate of 25,219 shares of
Common Stock, and (ii) 25,219 shares of Common Stock. |
|
(34) |
Such shares included in the Prospectus include 10,750 shares of Common Stock. |
|
(35) |
Such shares include
(i) a warrant to purchase an aggregate of 201,507 shares of Common Stock, and (ii) 216,507 shares of
Common Stock. |
|
(36) |
Such shares included in the Prospectus include 6,121 shares of Common Stock. |
|
(37) |
Such shares include (i) a warrant to purchase an aggregate of 12,046 shares of
Common Stock, and (ii) 12,046 shares of Common Stock. |
|
(38) |
Such shares included in the Prospectus include 1,000 shares of Common Stock. |
|
(39) |
Such shares include (i) a warrant to purchase an aggregate of 45,518 shares of
Common Stock, and (ii) 45,518 shares of Common Stock. |
|
(40) |
Such shares included in the Prospectus include 43,050 shares of Common Stock. |
|
(41) |
Such shares include (i) a warrant to purchase an aggregate of 15,078 shares of
Common Stock, and (ii) 10,078 shares of Common Stock. |
|
(42) |
Such shares included in the Prospectus include 1,350 shares of Common Stock. |
|
(43) |
Such shares include (i) a warrant to purchase an aggregate of 30,144 shares of
Common Stock, and (ii) 30,144 shares of Common Stock. |
|
(44) |
Such shares included in the Prospectus include 30,000 shares of Common Stock. |
|
(45) |
Such shares include (i) a warrant to purchase an aggregate of 10,074 shares of
Common Stock, and (ii) 10,074 shares of Common Stock. |
|
(46) |
Such shares included in the Prospectus include 1,000 shares of Common Stock. |
|
(47) |
Such shares include (i) a warrant to purchase an aggregate of 307,274 shares of
Common Stock, and (ii) 231,274 shares of Common Stock. |
|
(48) |
Such shares included in the Prospectus include 90,600 shares of Common Stock. |
|
(49) |
Such shares include (i) a warrant to purchase an aggregate of 25,185 shares of
Common Stock, and (ii) 25,185 shares of Common Stock. |
|
(50) |
Such shares included in the Prospectus include 5,000 shares of Common Stock. |
|
(51) |
Such shares include (i) a warrant to purchase an aggregate of 25,120 shares of
Common Stock, and (ii) 25,120 shares of Common Stock. |
|
(52) |
Such shares included in the Prospectus include 24,000 shares of Common Stock. |
|
(53) |
Such shares include (i) a warrant to purchase an aggregate of 75,048 shares of
Common Stock, and (ii) 10,048 shares of Common Stock. |
|
(54) |
Such shares included in the Prospectus include 11,900 shares of Common Stock. |
|
(55) |
Such shares include (i) a warrant to purchase an aggregate of 37,719 shares of
Common Stock, and (ii) 25,219 shares of Common Stock. |
|
(56) |
Such shares included in the Prospectus include 5,750 shares of Common Stock. |
|
(57) |
Such shares include (i) a warrant to purchase an aggregate of 37,719 shares of
Common Stock, and (ii) 5,019 shares of Common Stock. |
|
(58) |
Such shares included in the Prospectus include 5,000 shares of Common Stock. |
|
(59) |
Such shares include (i) a warrant to purchase an aggregate of 60,058 shares of
Common Stock, and (ii) 10,058 shares of Common Stock. |
|
(60) |
Such shares included in the Prospectus include 10,000 shares of Common Stock. |
|
(61) |
Such shares include (i) a warrant to purchase an aggregate of 60,059 shares of
Common Stock, and (ii) 10,059 shares of Common Stock. |
|
(62) |
Such shares included in the Prospectus include 10,000 shares of Common Stock. |
|
(63) |
Such shares include (i) a warrant to purchase an aggregate of 60,048 shares of
Common Stock, and (ii) 10,048 shares of Common Stock. |
|
(64) |
Such shares included in the Prospectus include 10,000 shares of Common Stock. |
|
(65) |
Such shares include (i) a warrant to purchase an aggregate of 25,021 shares of
Common Stock, and (ii) 25,021 shares of Common Stock. |
|
(66) |
Such shares included in the Prospectus include 5,250 shares of Common Stock. |
|
(67) |
Such shares include (i) a warrant to purchase an aggregate of 39,790 shares of
Common Stock, and (ii) 14,790 shares of Common Stock. |
|
(68) |
Such shares included in the Prospectus include 36,000 shares of Common Stock. |
|
(69) |
Such shares include (i) a warrant to purchase an aggregate of 50,205 shares of
Common Stock, and (ii) 50,205 shares of Common Stock. |
|
(70) |
Such shares included in the Prospectus include 15,000 shares of Common Stock. |
|
(71) |
Such shares include (i) a warrant to purchase an aggregate of 42,712 shares of
Common Stock, and (ii) 25,212 shares of Common Stock. |
|
(72) |
Such shares included in the Prospectus include 6,750 shares of Common Stock. |
|
(73) |
Such shares include (i) a warrant to purchase an aggregate of 37,712 shares of
Common Stock, and (ii) 25,212 shares of Common Stock. |
|
(74) |
Such shares included in the Prospectus include 5,750 shares of Common Stock. |
|
(75) |
Such shares include (i) a warrant to purchase an aggregate of 226,233 shares of
Common Stock, and (ii) 151,233 shares of Common Stock. |
|
(76) |
Such shares included in the Prospectus include 45,500 shares of Common Stock. |
|
(77) |
Such shares include (i) a warrant to purchase an aggregate of 35,048 shares of
Common Stock, and (ii) 10,048 shares of Common Stock. |
|
(78) |
Such shares included in the Prospectus include 5,000 shares of Common Stock. |
|
(79) |
Such shares include (i) a warrant to purchase an aggregate of 30,144 shares of
Common Stock, and (ii) 30,144 shares of Common Stock. |
|
(80) |
Such shares included in the Prospectus include 30,000 shares of Common Stock. |
|
(81) |
Such shares include (i) a warrant to purchase an aggregate of 25,219 shares of
Common Stock, and (ii) 25,219 shares of Common Stock. |
|
(82) |
Such shares included in the Prospectus include 23,250 shares of Common Stock. |
|
(83) |
David A. Burns has the power to vote and dispose the shares held by The Burns
Partnership LLC. |
|
(84) |
Such shares include (i) a warrant to purchase an aggregate of 401,808 shares of
Common Stock, and (ii) 401,808 shares of Common Stock. |
|
(85) |
Such shares included in the Prospectus include 112,000 shares of Common Stock. |
|
(86) |
Such
shares include (i) a warrant to purchase an aggregate of 30,019 shares of Common Stock, and (ii) 5,019 shares of Common Stock. |
|
(87) |
Such
shares included in the Prospectus include 5,000 shares of Common Stock. |
|
(88) |
Barbara
K. Burns has the power to vote and dispose the shares held by William J. Burns Martial Trust V/1 Dated 2/6/2004 Barbara K.
Burns Trustee. |
|
(89) |
Such
shares include (i) a warrant to purchase an aggregate of 50,226 shares of Common Stock, and (ii) 50,226 shares of Common Stock. |
|
(90) |
Such
shares included in the Prospectus include 11,000 shares of Common Stock. |
|
(91) |
Terry
Yormark, Sr. has the power to vote and dispose the shares held by Yormark Limited Partnership. |
|
(92) |
Such
shares include (i) a warrant to purchase an aggregate of 25,096 shares of Common Stock, and (ii) 25,096 shares of Common Stock. |
|
(93) |
Such
shares included in the Prospectus include 15,000 shares of Common Stock. |
|
(94) |
Such
shares include (i) a warrant to purchase an aggregate of 50,192 shares of Common Stock, and (ii) 50,192 shares of Common Stock. |
|
(95) |
Such
shares included in the Prospectus include 33,000 shares of Common Stock. |
|
(96) |
Such
shares include (i) a warrant to purchase an aggregate of 30,144 shares of Common Stock, and (ii) 30,144 shares of Common Stock. |
|
|
|
|
(97) |
Such shares included in the Prospectus include 15,000
shares of Common Stock. |
|
|
|
|
(98) |
Rickey
Ainsworth has the power to vote and dispose the shares held by A & M Real Estate LLC. |
|
|
|
|
(99)
|
Thomas
Albro has the power to vote and dispose the shares held by Quest IRA, Inc., FBO Thomas Albro IRA #1457511 |
|
|
|
|
(100) |
Sherman
Seligsohn has the power to vote and dispose the shares held by American Biometrics Corporation. |
|
|
|
|
(101) |
Anthony
Y.K. Kim has the power to vote and dispose the shares held by Anthony Y.K. Kim Profit Sharing Plan |
|
|
|
|
(102) |
Kevin
Maddox has the power to vote and dispose the shares held by Avalanche Resources. |
|
|
|
|
(103) |
Kevin
Maddox has the power to vote and dispose the shares held by Avalanche Resources, Ltd. |
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(104) |
Louis
P. Bansbach IV has the power to vote and dispose the shares held by Blue Tiger Ventures, LLC. |
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(105) |
Bruce
E. Cox has the power to vote and dispose the shares held by Cox Financial Network, L.L.C. |
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(106) |
Warren
Cutshall has the power to vote and dispose the shares held by Culvex Investments, LLC. |
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(107) |
Dean
Ledger is a member of the Company’s Board of Directors and its CEO. |
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(108) |
Dean
Ledger is a member of the Company’s Board of Directors and its CEO. |
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(109) |
Shahram
Delijani has the power to vote and dispose the shares held by Delson Investments, LLC. |
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(110) |
Jertic
Denno has the power to vote and dispose the shares held by Denno Family Limited Partnership. |
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(111) |
David
Maher has the power to vote and dispose the shares held by DMM Enterprises, LLP. |
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(112) |
Robert
J. Fasnacht is a member of the Company’s Board of Directors and its President and COO |
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(113) |
May
E. Fellows is a principal of Kuhns Brothers Securities a FINRA member and is an underwriter. |
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(114) |
Steven
R. Forrest is one of the Company’s principal researchers pursuant to its Sponsored Research Agreement with the University
of Southern California |
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(115) |
Carolyn
Wyeth has the power to vote and dispose the shares held by Herbert M. Baker Family Trust FBO, Bonnie Baker A/C #00016-19-J |
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(116) |
Carolyn
Wyeth has the power to vote and dispose the shares held by Herbert M. Baker Family Trust FBO Diane & Steve Goldfarb, A/C
#00016-17-J |
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(117) |
Carolyn
Wyeth has the power to vote and dispose the shares held by Herbert M. Baker Family Trust FBO Michael Diamond, A/C #00016-18-J
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(118) |
Donald
Schlesinger has the power to vote and dispose the shares held by Herman Schlenger Trust FBO Donald Schlenger Dtd 7/28/64 |
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(119) |
Douglas
Ledger has the power to vote and dispose the shares held by HFG Holdings, LLC. |
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(120) |
Murray
Huberfeld has the power to vote and dispose the shares held by Huberfeld Bodner Family Foundation. |
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(121) |
Paul
McDevitt has the power to vote and dispose the shares held by International Management Consultants, LLC. |
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(122) |
Michael
D. Jamison has the power to vote and dispose the shares held by JM Northern Holdings Limited Partnership. |
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(123) |
Lee
Feldman has the power to vote and dispose the shares held by Lee’s Factory Outlet. |
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(124) |
Farrald
G. Belote, Jr. has the power to vote and dispose the shares held by Litigation Research DBP. |
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(125) |
Andrew
L.E. Hawkins has the power to vote and dispose the shares held by M&P Holdings, LLC. |
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(126) |
Richard
L. Preis has the power to vote and dispose the shares held by Maxco Development, LLC. |
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(127) |
David
Culpepper has the power to vote and dispose the shares held by Millsap College ELSE Student Entrepreneurial Fund. |
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(128) |
David
Culpepper has the power to vote and dispose the shares held by Miss GPE Holdings. |
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(129) |
Thomas J.
Molumphy has the power to vote and dispose the shares held by Molumphy Capital Management Profit Sharing Plan |
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(130) |
Brian
M. Smith has the power to vote and dispose the shares held by Montauk Partners II, L.P. |
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(131) |
John
D. Kuhns has the power to vote and dispose the shares held by NPA Associates, LLC. Mr.Kuhns is a member of the
Company’s Board of Directors and is a principal of Kuhns Brothers Securities and is an underwriter. |
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(132) |
Irwin
Gross has the power to vote and dispose the shares held by Premier Partners Investments, LLP. |
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(133) |
John
F. Ritter has the power to vote and dispose the shares held by Princeton University. |
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(134) |
Vicki
Passmore has the power to vote and dispose the shares held by Rose Nominees Limited A/C 204060. |
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(135) |
Vernon
Sanders has the power to vote and dispose the shares held by Sanders Family Limited Partnership III. |
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(136) |
Martin
Stein has the power to vote and dispose the shares held by the Stein Family Trust. |
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(137) |
Duke
Marcus has the power to vote and dispose the shares held by Stonebridge Properties, LTD. |
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(138) |
Duke
Marcus has the power to vote and dispose the shares held by Sun Source Group. |
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(139) |
Roger
Burlage has the power to vote and dispose the shares held by The Burlage Family Trust. |
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(140) |
Don
Cruise has the power to vote and dispose the shares held by The Cruise Family Trust. |
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(141) |
John
Kessock, Jr. has the power to vote and dispose the shares held by The Kessock Family Trust. |
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(142) |
Richard
Blumberg has the power to vote and dispose the shares held by The Titan Industrial Corp. |
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(143) |
Lisa
Mazzocco has the power to vote and dispose the shares held by The University of Southern California. |
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(144) |
Mark
E. Thompson is one of the Company’s principal researchers pursuant to its Sponsored Research Agreement with the University
of Southern California. |
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(145) |
Philip
G. Chick has the power to vote and dispose the shares held by University of Dayton. |
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(146) |
Benjamin
Brewster has the power to vote and dispose the shares held by Blue Man Partners. |
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(147) |
Jerry
A. Lakin has the power to vote and dispose the shares held by Kerry A. Laken Trust Dated August 11, 2000. |
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(148) |
John
C. Bedford has the power to vote and dispose the shares held by John C. Bedford Revocable Trust Dated 8/17/2005. |
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(149) |
Juli
Weiss has the power to vote and dispose the shares held by Kevin L. Weiss Family Trust U/A Dtd 03/06/1995 |
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(150) |
David
L. Roberts has the power to vote and dispose the shares held by National Advisor's Trust C/F William M. Fondren, Jr. Revocable
Trust Dtd 9/15/1999 |
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(151) |
Victor
Sands has the power to vote and dispose the shares held by Sands Family Trust. |
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(152) |
Charlene
Talucci-Dave has the power to vote and dispose the shares held by Estate of Samuel Talucci. |
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(153) |
Carolyn
S. Cruise has the power to vote and dispose the shares held by The Don And Vickie Cruise Living Trust U/A Dated Feb. 6, 1997 |
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(154) |
Steven
Lerner and Elissa A. Lerner has the power to vote and dispose the shares held by The Lerner Living Trust. |
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(155) |
Galila
Prystowsky has the power to vote and dispose the shares held by The Revocable Trust Of Elan Prystowsky. |
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(156) |
Arielle
Roemer has the power to vote and dispose the shares held by The Steven M. Roemer 2012 Trust Dated 12/10/2012 |
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(157) |
Melvin
E. Gibson, Jr. has the power to vote and dispose the shares held by Tremblay & Smith Pension Plan F/B/O M. E. Gibson,
Jr. |
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(158) |
Charles
Van Horn has the power to vote and dispose the shares held by VHCO, LLC. |
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(159) |
Alain
Saman has the power to vote and dispose the shares held by Wimerton International, Inc. |
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(160) |
Bradley
Kreidel and Zona Z. Kreidel has the power to vote and dispose the shares held by Zona Z. Kreidel Marital Trust. |
Neither the Company nor Holdings is aware
of the intentions of any of the recipients of Distribution Shares named above with respect to any future sales of the Distribution
Shares.
SHARES ELIGIBLE FOR FUTURE
SALE
There is a limited public trading market for
our Common Stock. We cannot predict the effect, if any, that market sales of shares of our Common Stock or the availability of
shares of our Common Stock for sale will have on the market price of our Common Stock prevailing from time to time. Sales of substantial
amounts of our Common Stock, including shares issued upon exercise of our outstanding warrants, in the public market after this
offering, could adversely affect market prices prevailing from time to time and could impair our ability to raise capital through
the sale of our equity securities.
All of the shares distributed pursuant to
the Distribution Prospectus may be sold in the Primary Resale at a fixed price of $2.50 during the duration of the offering. Following
the Liquidating Distribution, our directors and executive officers will hold a total of approximately 7,831,536 shares (includes
72,000 shares which can be acquired upon exercise of vested options within 60 days of the date of this Prospectus), or approximately
18.03% of the Common Stock outstanding as of the date of this Prospectus. The 36,345,079 shares of our outstanding Common Stock
that are not registered and covered by this Prospectus and the Resale Prospectus will be deemed restricted securities as defined
under Rule 144. Sale limitations under Rule 144 for affiliates include the requirement for current public information about the
Company; selling the shares pursuant to broker transactions; and limitations on the number of shares sold within a three-month
period. Restricted shares may be sold in the public market only if registered or if they qualify for an exemption from registration
promulgated under the Securities Act. Subject to the provisions of Rule 144, most of the outstanding shares of Common Stock that
are currently restricted will be available for sale in the public market after September 30, 2014 under Rule 144.
In general, under Rule 144 as currently in
effect, a person, or group of persons whose shares are required to be aggregated, who is deemed to have been an affiliate at any
time during the three months preceding a sale, who has beneficially owned shares that are restricted securities as defined in
Rule 144 for at least six months is entitled to sell, within any three-month period commencing 90 days after the date of this
Prospectus, a number of shares that does not exceed 1% of the then outstanding shares of our Common Stock.
In addition, a person who is not deemed to
have been one of our affiliates at any time during the 90 days preceding a sale and who has beneficially owned shares of our Common
Stock for at least six months, including the holding period of any prior owner, except if the prior owner was one of our affiliates,
would be entitled to sell all of their shares, provided the availability of current public information about our company. To the
extent that shares were acquired from one of our affiliates, a person's holding period for the purpose of effecting a sale under
Rule 144 would commence on the date the shares were acquired from the affiliate.
After the date of this Prospectus an aggregate
of 15,500,616 shares will be subject to the resale restrictions under the Securities Act. We will not receive any proceeds in
connection with the distribution of the Distribution Shares or the resale of the Distribution Shares, if any.
DESCRIPTION OF SECURITIES
TO BE REGISTERED
This Prospectus includes 15,500,616 shares
of our Common Stock to be distributed by Holdings to all of its shareholders. The following description of our Common Stock is
only a summary. You should also refer to our articles of incorporation and bylaws, each as amended, which have been filed as exhibits
to the registration statement of which this Prospectus forms a part.
Our authorized capital stock consists
of: (i) 500,000,000 shares of Common Stock, par value $0.0001 per share, of which there were 44,282,278 shares issued and
outstanding as of the date of this Prospectus; and (ii) 100,000,000 shares of preferred stock, par value $0.0001 per share
(“Preferred Stock”), of which no share is issued and outstanding.
Common Stock
Holders of our Common Stock are entitled to
one vote for each share held on all matters submitted to a vote of our stockholders. Holders of our Common Stock are entitled
to receive dividends ratably, if any, as may be declared by the Board of Directors out of legally available funds, subject to
any preferential dividend rights of any outstanding preferred stock (there are none currently). Upon our liquidation, dissolution
or winding up, the holders of our Common Stock are entitled to receive ratably our net assets available after the payment of all
debts and other liabilities and subject to the prior rights of any outstanding preferred stock.
Holders of our Common Stock have no preemptive,
subscription, redemption or conversion rights. The outstanding shares of Common Stock are fully paid and non-assessable. The rights,
preferences and privileges of holders of our Common Stock are subject to, and may be adversely affected by, the rights of holders
of shares of any series of preferred stock which we may designate and issue in the future without further shareholder approval.
On November 25, 2013, Company amended its
Articles of Incorporation to (i) increase the aggregate number of shares which the Company shall have authority to issue to 600,000,000
shares, consisting of 500,000,000 shares of Common Stock and 100,000,000 shares of Preferred Stock; (ii) to effectuated a 1.2-for-1
forward split of its Common Stock, without changing the par value of the Common Stock.
As of the date of this Prospectus, there
were 44,282,278 shares of Common Stock issued and outstanding.
VStock Transfer, LLC at 18 Lafayette Place,
Woodmere, New York 11598 is the registrar and transfer agent for our Common Stock. Their telephone number is (212) 828-8436.
Preferred Stock
The Company currently does not have any Preferred
Stock issued or outstanding. The Company’s Board of Directors is authorized by its Articles of Incorporation to issue Preferred
Stock from time to time in one or more series with such designations, preferences and relative participating, optional or other
special rights and qualifications, limitations or restrictions, thereof, as shall be stated in the resolutions adopted by the
Company’s Board of Directors providing for the issuance of the Preferred Stock.
Warrants
As of the date of this Prospectus, there
were warrants to purchase a total of 21,063,983 shares of our Common Stock issued and outstanding. Each Warrant shall be exercisable
at any time and from time to time as provided in the Warrant. The exercise prices of the outstanding warrant range from $2.50
to $17.50 per share.
Call Right. The
Company has the right to call the exercise of all or any remaining portion of certain Warrants, if (i) the Volume Weighted Average
Price (“VWAP”) of the Common Stock is no less than $5.00 per share during any ten (10) consecutive trading days, (ii)
the average trading volume of the Company’s Common Stock during any ten (10) consecutive trading days is at least $100,000
per day, and (iii) all shares of Common Stock for which such Warrant is exercisable are registered for resale by the holder of
such Warrant (the “Call Conditions”).
Adjustment for
Stock Splits, Stock Dividends, Recapitalizations, Etc. The exercise price of the Warrants and the number of
shares of Common Stock issuable on exercise of the Warrants will be appropriately adjusted to reflect any stock dividend, stock
split, stock distribution, combination of shares, reverse split, reclassification, recapitalization or other similar event affecting
the number of outstanding shares.
Adjustment for
Reorganization, Consolidation, Merger, Etc. If the Company merges or consolidates with or into any other person,
or are a party to any other corporate reorganization, and the Company is not the continuing or surviving entity, then,
in each case, the holder of the Warrant (on exercise at any time after the consummation of such transaction) will be entitled
to receive the stock and other securities and property (including cash) which the holder would have been entitled to receive if
the holder had exercised the Warrant immediately prior to the effectiveness of the transaction.
Piggy-back Registration
Rights. The Company granted piggy-back registration rights to holders of the Warrants, where the Company will
be obligated to include in a registration statement the shares of Common Stock which are issuable upon exercise of the Warrants,
where the Company prepares to file with the Securities and Exchange Commission (the “Commission”) relating to an offering
for the Company’s own account or the account of others under the Securities Act, other than an underwritten offering or
on Form S-4 or Form S-8.
Options
As of the date of this Prospectus, there were
options to purchase a total of 93,000 shares of our Common Stock issued and outstanding. The exercise prices of the outstanding
option range from $10.00 to $15.00 per share.
MARKET
FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
While there is limited public trading market
for our Common Stock, our Common Stock is currently quoted on the OTC Markets OTCQB, under the symbol “OPVS.” Our
trading symbol was changed from “UTCH” to “OPVS” on December 26, 2013 following the change of the Company’s
corporate name.
The market price of our Common Stock is subject
to significant fluctuations in response to variations in our quarterly operating results, general trends in the market and other
factors, over many of which we have little or no control. In addition, broad market fluctuations, as well as general economic,
business and political conditions, may adversely affect the market for our Common Stock, regardless of our actual or projected
performance.
Currently, there has been no active trading
of the Company’s Common Stock. The first and only trade of the Company’s Common Stock was on October 29, 2013 at $1.0167
per share. As of the date of this Prospectus, the bid price is $1.01 per share.
Holders
As of the date of this Current Report,
there were 44,282,278 shares of our Common Stock, par value, $.0001 issued and outstanding and there were 159 shareholders of
record of our Common Stock.
Transfer Agent and Registrar
VStock Transfer, LLC at 18 Lafayette Place,
Woodmere, New York 11598 is the registrar and transfer agent for our Common Stock. Their telephone number is (212) 828-8436.
Penny Stock Regulations
The Commission has adopted regulations which
generally define “penny stock” to be an equity security that has a market price of less than $5.00 per share. Our
Common Stock, when and if a trading market develops, may fall within the definition of penny stock and be subject to rules that
impose additional sales practice requirements on broker-dealers who sell such securities to persons other than established customers
and accredited investors (generally those with assets in excess of $1,000,000, or annual incomes exceeding $200,000 individually,
or $300,000, together with their spouse).
For transactions covered by these rules, the
broker-dealer must make a special suitability determination for the purchase of such securities and have received the purchaser’s
prior written consent to the transaction. Additionally, for any transaction, other than exempt transactions, involving a penny
stock, the rules require the delivery, prior to the transaction, of a risk disclosure document mandated by the Securities and
Exchange Commission relating to the penny stock market. The broker-dealer also must disclose the commissions payable to both the
broker-dealer and the registered representative, current quotations for the securities and, if the broker-dealer is the sole market-maker,
the broker-dealer must disclose this fact and the broker-dealer’s presumed control over the market. Finally, monthly statements
must be sent disclosing recent price information for the penny stock held in the account and information on the limited market
in penny stocks. Consequently, the “penny stock” rules may restrict the ability of broker-dealers to sell our Common
Stock and may affect the ability of investors to sell their Common Stock in the secondary market.
Dividend Policy
We have not paid any cash dividends to our
shareholders. Any future determination as to the declaration and payment of dividends on shares of our Common Stock will be made
at the discretion of our board of directors out of funds legally available for such purpose. We are under no contractual obligations
or restrictions to declare or pay dividends on our shares of Common Stock.
Securities authorized for issuance under
equity compensation plans
On September 24, 2013 the directors of the
Company unanimously approved the 2013 Universal Technology Systems Corp. Equity Incentive Plan (the “Plan”) under
which the Company has reserved a number of shares of its Common Stock equal to 10% of the Company’s fully diluted Common
Stock for awards under the Plan of any stock option, stock appreciation right, restricted stock, performance share, or other stock-based
award or performance-based cash awards under the Plan.
Purchases of Equity Securities by the Registrant
and Affiliated Purchasers
We have not repurchased any shares of our
common stock.
DESCRIPTION OF BUSINESS
General
GPEC was founded and incorporated in February
1994 and is engaged in the invention, development, commercialization, and licensing of advanced thin film solar technologies and
intellectual property. Since then, our sponsored research programs at Princeton University, University of Southern California
(“USC”) and the University of Michigan (“Michigan”) have resulted in more than 740 issued or pending patents
worldwide covering materials, architectures, and fabrication processes for organic and inorganic flexible, thin-film photovoltaic
technologies. The technology is targeted at, but not limited to, certain broad applications, including (a) mobile electronic device
power, (b) electric vehicle charging or “power paint,” (c) semi-transparent solar power generating windows or glazing
and (d) traditional off-grid and grid-connected solar power generation. Laboratory feasibility prototypes have been developed
that successfully demonstrate key building block principles for these technology application areas.
Research and License Agreements
On October 22, 1993, American Biomimetics
Corporation (“ABC”) entered into a Sponsored Research Agreement and License Agreement with Princeton University for
work being done in the laboratory of Dr. Mark E. Thompson. In August 1995, this original sponsored research agreement
with Princeton University was assigned to USC when Dr. Thompson accepted a position at USC. In August of 1996, ABC
assigned to GPEC its rights to various research inventions under the foregoing agreements. On May 1, 1998, GPEC, Princeton
University and USC entered into a new Sponsored Research Agreement (“1998 Sponsored Research Agreement”), which continued
without interruption the research of Dr. Thompson (at USC) and added to it the research being done by Dr. Stephen R. Forrest (at
Princeton University). At the same time, the parties entered into a License Agreement (the “1998 License Agreement”)
which they considered an amendment of the earlier license agreement. This 1998 Sponsored Research Agreement formed
the basis for future renewals of this agreement in 2004, 2006 and 2009 (together with such amendments, extensions and renewals
referred to as the “Research Agreement”). From May 1, 2009 through June 30, 2013 GPEC paid and expensed $3,233,341
under the Research Agreement.
In 2006, the Company’s remaining principal
researcher at Princeton University, Dr. Stephen R. Forrest, accepted a tenured position at the University of Michigan and became
its Vice President of Research. The University of Southern California Research Agreement, dated January 1, 2006 as later amended
in 2009 (the “2009 Research Agreement”) is the renewal of the 1998 Sponsored Research Agreement and it retained the
Company’s relationship with Dr. Thompson and his team, and established USC as the lead researcher and Michigan as the subcontractor. In
addition, the 1998 License Agreement was also amended in 2006 (the “License Agreement 2006 Amendment”) to include
University of Michigan, where Dr. Forrest has been conducting research for GPEC.
On December 20, 2013, the Company entered
into a Research Agreement with USC (“2013 Research Agreement”) to amend and replace the 2009 Research Agreement to
continue the sponsored research at USC and Michigan from February 1, 2014 through January 31, 2021. On the same day, they
have also entered into a Third Amendment to the License Agreement which renews and extends the License Agreement by and between
USC, Michigan, Princeton and GPEC (“Third Amendment to License Agreement”). GPEC assigned to the Company and the Company
assumed all the rights and obligations under both the 2013 Research Agreement and the Third Amendment to License Agreement.
Currently, research and development of our
flexible, thin-film organic photovoltaic (“OPV”) and inorganic Gallium Arsenide (“GaAs”) technologies
is being conducted at USC and the University of Michigan under the seven year 2013 Research Agreement dated December 20, 2013.
Under the 2013 Research Agreement, the Company is required to make a deposit of $550,000 (the “Deposit”) before the
commencement of any research thereunder. This deposit is to be used by USC to pay for research costs and expenses as
it incurs, including payments to Michigan, during any billing quarter. When the Company pays the related quarterly billing, the
funds go to replenish the Deposit back to the full amount of $550,000, which is to continue until the end of the 2013 Research
Agreement. Pursuant to the predecessor of the 2013 Research Agreement, the Sponsored Research Agreement dated May 1, 2009, we
agreed to pay USC up to $6,338,341 for work to be performed. From May 1, 2009 through December 31, 2012 GPEC paid and expensed
$2,689,570 under this agreement. During the years ended December 31, 2010, December 31, 2011 and December 31, 2012,
GPEC incurred research and development costs of $463,211, $887,097 and $998,127, respectively, and patent application expenses
and prosecution fees of $1,352,072, $1,587,642 and $1,345,743, respectively.
Under the currently effective License Agreement,
as amended, with USC, Princeton and the University of Michigan, wherein NanoFlex 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 GPEC. In addition, the Company is required to pay to USC 5% of net sales
of licensed products or licensed processes used, leased or sold by GPEC, 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. The Third Amendment to License Agreement 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.
The Company has an exclusive worldwide license
and rights to sublicense any and all intellectual property conceived or developed under its sponsorship at USC, Princeton University
and the University of Michigan. There is currently no ongoing research activity at Princeton University related to
the Company, although the Company maintains licensing rights to technology previously developed there.
Founding Researchers
Dr. Stephen R. Forrest (University of Michigan)
Professor Stephen R. Forrest has been working
with GPEC since 1998 under the Company's Sponsored Research Program with Princeton University, USC, and Michigan. Professor Forrest
is one of the Company's Founding Research Scientists; his focus is on organic and GaAs photovoltaics. In 2006, he rejoined
the University of Michigan as Vice President for Research, and as the William Gould Dow Collegiate Professor in Electrical Engineering,
Materials Science and Engineering, and Physics. A Fellow of the APS, IEEE and OSA and a member of the National Academy
of Engineering, he received the IEEE/LEOS Distinguished Lecturer Award in 1996-97, and in 1998 he was co-recipient of the IPO
National Distinguished Inventor Award as well as the Thomas Alva Edison Award for innovations in organic LEDs. In 1999,
Professor Forrest received the MRS Medal for work on organic thin films. In 2001, he was awarded the IEEE/LEOS William Streifer
Scientific Achievement Award for advances made on photodetectors for optical communications systems. In 2006 he received
the Jan Rajchman Prize from the Society for Information Display for invention of phosphorescent OLEDs, and is the recipient of
the 2007 IEEE Daniel Nobel Award for innovations in OLEDs. Professor Forrest has been honored by Princeton University
establishing the Stephen R. Forrest Faculty Chair in Electrical Engineering in 2012. Professor Forrest has authored
525 papers in refereed journals, and has 247 patents. He is co-founder or founding participant in several companies and is on
the Board of Directors of Applied Materials and PD-LD, Inc. He has also served from 2009-2012 as Chairman of the Board
of Ann Arbor SPARK, the regional economic development organization, and serves on the Board of Governors of the Technion –
Israel Institute of Technology, as well as the Vanderbilt University School of Engineering Board of Visitors. From 1979 to 1985,
Professor Forrest worked at Bell Labs investigating photodetectors for optical communications. In 1992, Professor Forrest
became the James S. McDonnell Distinguished University Professor of Electrical Engineering at Princeton University. He
served as director of the National Center for Integrated Photonic Technology, and as Director of Princeton's Center for Photonics
and Optoelectronic Materials (POEM). From 1997-2001, he served as the Chair of the Princeton’s Electrical Engineering Department. He
was appointed the CSM Visiting Professor of Electrical Engineering at the National University of Singapore from 2004-2009. In
2011, Professor Forrest was named number 13 of the top 100 most influential material scientists in the world by Thomson-Reuters,
based largely on his work with organic electronics. Professor Forrest is a graduate of the University of Michigan (MSc Physics,
1974 and PhD Physics, 1979) and the University of California at Berkeley (B.A. Physics, 1972).
Dr. Mark E. Thompson (University of
Southern California)
Professor Mark E. Thompson has been working
with GPEC since 1994 under the Company's Sponsored Research Program with Princeton University, USC and Michigan. Professor Thompson
is a professor of Chemistry at USC. Professor Thompson, in conjunction with Professor Stephen R. Forrest, was instrumental in
the discovery of phosphorescent materials central to the highly efficient OLED technology marketed by Universal Display Corporation
(NASDAQ: OLED). In 2013, Professor Thompson was named a Fellow of the American Association for the Advancement of Science. In
2012, Professor Thompson received the prestigious Alexander von Humboldt Research Award. In 2011, Professor Thompson
was named number 12 of the top 100 most influential chemists in the world by Thomson-Reuters, based largely on his work with organic
electronics. In 2007, Professor Thompson was awarded USC’s Associate’s Award for Excellence in Research
(given to one faculty member per year). In 2006, he was awarded the MRS Medal by the Materials Research Society, and in the same
year, Professors Forrest and Thompson were the co-recipients of the Jan Rajchman Prize from the Society for Information Display. Both
the MRS medal and the Rajchman Prize were based on the invention of phosphorescent OLEDs. In 1998, Professor Thompson was co-recipient
of The Intellectual Property Owners Association National Distinguished Inventor Award as well as the Thomas Alva Edison Award
for innovations in organic LEDs. Professor Thompson joined The University of Southern California in 1995, and from 2005 through
2008, he served as the Department of Chemistry Chairman at USC. From 1987 to 1995, Professor Thompson worked at Princeton University.
From 1985 to 1987, Professor Thompson worked at Oxford University and was an S.E.R.C. Research Fellow. From 1983 to 1985, Professor
Thompson worked at E.I. duPont de Nemours & Company as a Visiting Scientist. Professor Thompson has authored over 200 papers
in refereed journals, and has 75 patents. Professor Thompson is a graduate of the California Institute of Technology (Ph.D. Inorganic
Chemistry, 1985) and the University of California Berkley (B.S. Chemistry with honors, 1980).
Summary Business Description
NanoFlex is engaged in the invention, development,
commercialization, and licensing of advanced photovoltaic technologies and intellectual property. We believe its proprietary technologies
can fundamentally change the traditional paradigm of solar energy conversion – from applications defined by the conventional
constraints of fixed, heavy, rigid and expensive to applications that are highly mobile, lightweight, flexible and inexpensive.
Since its inception, NanoFlex, through its wholly owned subsidiary GPEC, has invested more than $52 million in capital for operations
and development activities. NanoFlex’s sponsored research activities have generated a patent portfolio of more
than 740 issued or pending patents worldwide to which the Company has exclusive commercial rights. The patents cover architecture,
processes and materials for flexible, thin-film OPV technologies and inorganic GaAs technologies. As of June 1, 2014, there were
62 issued patents, 40 pending non-provisional applications and 20 pending provisional applications in the U.S. In addition,
in countries and regions outside the U.S, including but not limited to Australia, Canada, China, European Patent Convention, Hong
Kong, India, Japan, Korea and Taiwan, there were a total of 209 issued patents, 398 pending patent applications and 15 pending
PCT applications. The duration of all the issued U.S. and foreign patents is 20 years from their respective first effective filing
dates. Currently, the Company is preparing to enter the applied research and pre-commercialization stage for both of these technology
platforms with the near-term goal of establishing a technology development center in Ann Arbor, Michigan, that will enable:
● |
The development and commercialization of advanced organic and inorganic thin film
solar cell technologies, including proprietary materials, architectures, and fabrication processes, that have the potential
to transform the industry. |
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NanoFlex to enter partnerships with manufacturers. |
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NanoFlex to generate early revenue from government grants in an accelerated two-year program. |
NanoFlex is currently at development stage
and has not licensed any of its technologies. NanoFlex has incurred losses and has no revenue to date. NanoFlex’s auditors’
opinion stated that there is substantial doubt about the Company’s ability to continue as a going concern.
Philosophy and Approach
Today, the solar industry is at an inflection
point, entering a stage where solar is equal to or cheaper than traditional energy sources, according to Deutsche Bank research. Deutsche
Bank anticipates that the number of markets where solar is at grid parity will double over the next three to five years (RenewableEnergyWorld.com,
“Analyst: Grid-Parity Era Now Underway for Global Solar Markets,” August 6, 2013). GreenTech Media projects
that as the levelized cost of solar power continues to decline, residential and commercial solar could reach price parity with
grid power without government incentives and provide 9% of total U.S. electricity by 2022 (GreenTech Media, “Mapping Solar
Grid Parity in the US,” January 25, 2013).
We believe the value proposition for solar
will become much more attractive as new technologies remove the traditional constraints of silicon-based solar solutions, which
currently dominate the industry.
NanoFlex is focusing on two parallel technology
efforts: (a) its inorganic GaAs manufacturing technologies aim to provide solar cell manufacturers with the capability of producing
GaAs solar cells with ultra-high efficiencies at a cost per watt well below grid parity of $1 per watt; and (b) through its portfolio
of OPV thin film solar technologies, it is committed to further developing and delivering highly efficient, low-cost solar energy
solutions via a host of new applications to worldwide markets. These include extending and/or replacing batteries for mobile devices,
solar paint for electric cars to extend battery life, building integrated photovoltaic (“BIPV”) products that include
glass, roofing materials and siding, off-grid applications, and solar textiles that generate power. NanoFlex further believes
that its technologies could eventually be able to provide utility-scale power, augmenting and/or replacing fossil fuels.
NanoFlex is not, and does not plan to be,
a direct manufacturer of its technologies. Rather, it plans to license or sublicense its intellectual property to industry partners
and customers. This business model is oriented around licensing and sublicensing processes and technologies to large, well-positioned
commercial partners who can provide manufacturing and marketing capabilities to enable rapid commercial growth. This model is
also intended to quickly establish NanoFlex as an important player in the solar industry with rapid, high-margin revenue growth.
Potential partners include current manufacturers of solar technology and manufacturers of semiconductors or electronics that recognize
NanoFlex’s solar technologies as a significant emerging opportunity.
In addition, NanoFlex believes that there
are several avenues for early revenue generation that become possible with the establishment of its technology development center
in Ann Arbor, Michigan, utilizing cost-effective leased facilities near the University of Michigan. First among these avenues
is government funding. The National Aeronautic and Space Administration (“NASA”), the Department of Defense, and the
Department of Energy all have interests in businesses that can deliver ultra-lightweight, high-efficiency technologies for space,
mobile warfighter, and grid-deployment applications. NanoFlex believes that its technology development center can make NanoFlex
highly competitive for both GaAs and organic solar cell grants.
NanoFlex also anticipates that advancements
at the technology development center can attract other industry players to acquire early licenses to use NanoFlex intellectual
property. Finally, new licenses and agreements will be made possible by ongoing technology development, especially that related
to perfecting and broadening of NanoFlex’s intellectual property in high-efficiency, lightweight organic solar cells. The
principal function of the facility will be to demonstrate NanoFlex’s ability to prototype its inorganic and organic solar
cells utilizing its proprietary technologies.
Technologies
Although NanoFlex has two complementary technology
platforms, their development is synergistic and we believe that progress within each platform leads to success in the other.
The first technology is our inorganic platform
that is based on the inorganic GaAs semiconductor, which is currently in an advanced development stage. GaAs is the
mainstay of many ultra-high performance electronic technologies used in cellular telephones and military applications. While
the very highest single-junction and multi-junction solar cell efficiencies (approximately 29% and 44%, respectively, according
to the National Renewable Energy Laboratory, “Best Research Cell Efficiencies”, www.nrel.gov/ncpv) are based on GaAs,
they remain prohibitively expensive for mass markets and hence are only considered for specialty applications where performance
and weight requirements outweigh cost considerations, such as space-borne applications. Broader market acceptance of
GaAs-based solar technologies requires enormous cost reductions before widespread applications are realized. NanoFlex’s
patented technology has the potential to enable these cost reductions.
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The primary cost in fabricating GaAs solar cells is the very
high cost of the substrates on which the thin active region (called the epitaxial layers) is grown. These substrates,
or “wafers,” cost approximately $20,000 per square meter. During the fabrication process that is currently
in use, these expensive wafers are destroyed. For decades people have sought methods to eliminate the destruction
or use of the wafer, using only the ultrathin solar cell active region. NanoFlex has developed a process for removing
the active solar cell layer (approximately 2 micrometers thick, or around 1% of the thickness of a human hair) from the parent
wafer on which it is grown in a completely non-destructive manner, thereby allowing for the re-use of the wafer an indefinite
number of times without loss of performance on each growth and removal cycle. This process, called non-destructive
epitaxial lift-off (“ND-ELO TM ”), revolutionizes the cost structure of GaAs
solar cell technology, converting the prohibitively expensive wafer cost from a recurring materials cost into a capital expenditure
that is depreciated along with other equipment in the manufacturing facility. Furthermore, as part of the process,
the ultrathin semiconductor is bonded to a flexible and thin secondary substrate such as plastic or metal foil using our adhesive-free,
lightweight, ultra-strong and flexile process called cold-weld bonding. (See the solar cell production cycle shown
in the figure on the left). |
The processes of ND-ELO™ and cold-weld
bonding result in ultra-high efficiency solar cells—NanoFlex has achieved 23% in its researcher’s laboratories, and
we believe that 29% is achievable. Moreover, the processes can be applied to multi-junction cells with efficiencies of 42% or
even higher if integrated with other electronic and optical device technologies. NanoFlex believes that its relatively simple
processes can lead to dramatic improvements in the cost structure of solar energy conversion. The market for manufacturers which
utilize GaAs technology is currently limited, but NanoFlex believes that it will expand as its Epitaxial Protection Layers (“EPL”),
ND-ELO™, and Cold Weld processes allow cost reductions for manufacturers in their cost per watt that will permit these manufacturers
to expand into areas and uses that were traditionally cost prohibitive. With the combination of GaAs’s high conversion efficiencies
and the production cost reductions associated with utilizing our proprietary EPL, ND-ELO™, and Cold Weld processes, the
costs of GaAs solar cells can approach cost-per-watt metrics associated with silicon-based solar cells. Moreover, GaAs cells provide
functional and aesthetic advantages since they can be placed on flexible plastic, paper and other items that the current manufacturers
using their technology are unable to incorporate today, as they are limited to rigid materials.
NanoFlex’s second, synergistic technology
platform is based on flexible, thin-film OPV technologies that NanoFlex has researched and developed over the last two decades. Like
NanoFlex’s GaAs technology, OPVs are extremely lightweight and, when deposited on flexible substrates, can be bent around
small-radius cylinders for deployment in any number of applications, including in the generation of commodity power. These
thin film technologies will allow power to be generated at the device level. A particular advantage of OPV technologies
is the low cost of the materials used for the solar energy generating layers. Furthermore, the growth of the thin film
layers can be accomplished directly onto the plastic or metal foils and therefore is no need for energy-intensive and expensive
epitaxial growth required by inorganic semiconductors such as silicon or GaAs. Rather, there is the opportunity to “print”
organic solar cells onto continuous rolls of plastic in an ultra-high-speed manufacturing process. The potential for
printed electronics - making solar cells “by the kilometer” rather than on one substrate at a time - makes OPV a potentially
revolutionary step in the widespread acceptance and deployment of solar energy. Since the organic films are lightweight and extremely
thin (in this case the entire structure is only 0.1% the thickness of a human hair), they can be made semitransparent and adjusted
to any desirable color. As a result, there are significant opportunities to achieve heretofore unrealizable applications
such as car paint that allows vehicle coating to act as a source of power for an electric car; windows that can be coated with
a clear semi-transparent film that captures photons from the sun to provide power for inside of the building, and fabric that
can be made coated in order to make clothes, tents, flags, or lightweight roll-out power mats. One added advantage
of OPVs over traditional semiconductor technologies is the very low energy intensity of their production.
NanoFlex’s approach has been to advance
all dimensions of OPV technology, including the development of new materials (some of which are now being sold in small quantities
by materials suppliers), new high efficiency device architectures, and ultra-high-speed, low-energy-cost production processes
such as organic vapor phase deposition developed in NanoFlex’s researcher’s laboratories, and solar cell modulization.
An example of an organic solar cell module is shown in the below photograph of an array of 24 OPVs on glass substrate.
In summary, NanoFlex is pursuing two solar
cell technologies that break completely from traditional approaches in both cost and profile, allowing it to address established
application spaces of commodity and spot energy generation, while opening up new opportunities that allow for migration of solar
power generation into entirely new applications where flexible, lightweight form factors and low costs are demanded. NanoFlex
holds extensive foundational intellectual property in both technologies with more than 740 issued or pending patents worldwide.
Intellectual Property
As a result of its sponsored research programs,
NanoFlex currently holds the exclusive commercialization rights to more than 740 issued or pending patents worldwide which cover
architecture, processes and materials for OPV and GaAs technologies. As of June 1, 2014, US issuances and applications were as
follows--62 issued patents, 40 pending non-provisional applications and 20 pending provisional applications. For regions outside
of the US--209 issued patents, 398 pending patent applications and 15 pending PCT applications, which are further broken down
per the following table.
Country | |
Issued | | |
Pending | |
Argentina | |
| 1 | | |
| 0 | |
Australia | |
| 24 | | |
| 31 | |
Canada | |
| 2 | | |
| 45 | |
China | |
| 39 | | |
| 30 | |
Germany | |
| 17 | | |
| -- | |
EPC | |
| 17 | | |
| 59 | |
Spain | |
| 7 | | |
| -- | |
France | |
| 5 | | |
| -- | |
Great Britain | |
| 15 | | |
| -- | |
Hong Kong | |
| 24 | | |
| 28 | |
India | |
| 6 | | |
| 54 | |
Israel | |
| 0 | | |
| 1 | |
Japan | |
| 16 | | |
| 54 | |
Korea | |
| 10 | | |
| 46 | |
Mexico | |
| 3 | | |
| 0 | |
Taiwan | |
| 23 | | |
| 50 | |
Patent Cooperation Treaty | |
| 0 | | |
| 15 | |
United States (provisional) | |
| 0 | | |
| 20 | |
United States (non-provisional) | |
| 62 | | |
| 40 | |
Total | |
| 271 | | |
| 473 | |
The patent applications being filed as a result
of NanoFlex’s sponsored research programs are part of a dynamic, comprehensive development strategy to protect NanoFlex’s
commercialization rights. Following this developmental strategy, current work builds off of earlier work, with new discoveries
continually developed and protected. As a result, the IP portfolio continues to expand as later-filed applications capture
the newly-developed innovations.
Patent lifetimes run twenty years from a patent
application’s effective filing date, not from when the patent was granted. There is a huge backlog in patent offices
around the world, and as a result the processing time from application filing to the grant of the patent generally takes 3-5 years,
and sometimes longer. In the following table, both the low number of entries related to the patents with 15-20 years of
remaining life and the much higher number of entries related to the patents with 10-15 years of remaining life reflect the lengthy
processing time currently needed to obtain a patent. Simply put, waiting 3-5 years after filing to obtain a patent is a
rather common occurrence.
For U.S. Patents:
13/62 of issued patents have 0-5 years remaining;
12/62 of issued patents have 5-10 years remaining;
31/62 of issued patents have 10-15 years remaining; and
6/62 of issued patents have 15-20 years remaining.
For Foreign Patents:
21/209 of issued patents have 0-5 years remaining;
27/209 of issued patents have 5-10 years remaining;
116/209 of issued patents have 10-15 years remaining; and
45/209 of issued patents have 15-20 years remaining.
In addition, NanoFlex has several hundred additional patent applications
in process. Some of NanoFlex’s technology holdings include foundational concepts in the following areas (many of which are
being validated in other labs as indicated by the asterisks).
● |
Tandem organic solar cell*. Individual conventional solar cells have limited spectral
coverage, voltage output, and tradeoff between absorption length and charge collection length. By stacking multiple solar
cells with complementary absorption profiles, voltages of the cells can be added (at a constant current). This can make a
more efficient cell; the documented record for organic solar cell efficiency to date using this multi-junction architecture
is 12.6% conversion efficiency, which was achieved by the Company. |
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Fullerene acceptors*. Fullerenes include molecules such as C60,
C70, C84 and derivatives that are designed to dissolve
in solvents (such as PCBM made with either C 60 or C
70) are the most prevalent acceptor in organic photovoltaics. Fullerenes offer better efficiency than any other acceptor
molecule to date. |
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Blocking layers*. In most solar cell designs, excitons must be blocked and reflected away
from the metallic (or transparent) contact so that they can be dissociated at the donor-acceptor junction. Additionally, it
is desired that these layers block the wrong carrier from contacting the electrode. |
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New materials for visible and infrared sensitivity*. Current OPV materials absorb
light in the visible and deep red part of the solar spectrum, but do not collect light in the near infrared (NIR). Extending
efficient light collection into the NIR has the potential to increase photocurrent generation by 40%, markedly improving OPV
performance. |
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Scalable growth technologies*. A number of growth technologies have been developed
for organic materials. These include vacuum thermal evaporation and organic vapor phase deposition for materials
that can be sublimed or evaporated directly and gravure or ink-jet printing of dissolved materials. All of these
processes are compatible with rigid planar substrates, but more importantly can be applied to flexible plastic or metal foil
substrates, for roll-to-roll fabrication of OPVs. |
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Inverted solar cells*. One of the most air sensitive parts of the OPV is the region
between the anode and electron acceptor. This region is degraded by oxygen and water in the dark and even more
so under illumination. This interfacial region in a “conventional” OPV is exposed to the atmosphere
directly, requiring that the OPV be kept in a hermetic package. If the OPV is prepared as an inverted cell, the
air sensitive anode/organic interfacial region is placed below the donor, buffer layer and cathode. Thus, the device
itself provides a level of “packaging,” markedly slowing environmental degradation of the device, minimizing packaging
requirements for long term deployment in the field. |
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Materials for enhanced light collection via multi-exciton generation. The Shockley-Queisser
limit for solar cell efficiency is 29% for silicon based cells and 31% for cells made with GaAs. In order to prepare
solar cells with efficiencies higher than the Shockley-Queisser, researchers have turned to multi-junction cells, however,
these cells are very expensive. An alternate approach is to collect the high energy part of the spectrum, i.e. UV-to-green,
and double the energy collected from this part of the solar spectrum using singlet fission (“SF”). SF
materials absorb high energy light and generate two excitons for every photon absorbed, thus doubling the light collection
efficiency. The SF approach has the potential to give a single solar cell a 45% efficiency, well over the Shockley-Queisser
limit, without increasing the cost to produce the cell. |
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Mixed layer and nano-crystalline cells. In planar (e.g., bilayer) cells the thickness of a
layer is limited by the distance an exciton is expected to travel before it recombines. If the layer is too thick, photons
absorbed may never result in collected charge. If the layers are too thin, there is insufficient material available for absorption
of the light. By mixing the donor and acceptor throughout a thicker layer, an additional donor-acceptor interface is created
throughout the layer, improving photocurrent generation capability. Nano-crystalline cells have a higher degree of phase separation
between the donor and acceptor with nano-crystalline domains, with high purity and domain sizes in the nanometer scale. |
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Solar paints. NanoFlex plans to paint solar cells onto any substrate (needs to be smooth,
but not flat). The idea is to create solar paints that can be applied quickly and easily to any surface, including, for example,
mobile communications devices, electric cars, roofing materials, building siding and glass). |
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Transparent/semi-transparent cells. In certain applications it may be desirable to have a
partially transparent solar cell. These applications include tinted windows. Instead of just absorbing or reflecting the light,
the light would be absorbed and converted into energy. The unique nature of organics allows NanoFlex to tune the wavelengths
absorbed to those that it does not want transmitted or that are not useful for vision, such as in the infrared region of the
spectrum. |
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Ultralow cost, ultrahigh efficiency, flexible thin film inorganic cells. |
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Accelerated and recyclable liftoff process. |
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Cold-weld bonding of inorganic solar cells to plastic substrates and metal foils. |
Development Goals
During 2015 NanoFlex plans to demonstrate
ND-ELO™ technology on 4” diameter GaAs wafers (currently it is using 2” wafers), with 20 non-destructive growth,
removal, cold-weld bonding cycles onto flexible substrates without a decrease in performance between cycles, and an approximately
1% efficiency variation over all 10 cycles. The performance objectives are power conversion efficiencies of 23%. NanoFlex
also plans to extend the technology to multi-junction solar cells with efficiencies greater than 32% efficiency under un-concentrated
illumination. Further, NanoFlex plans to integrate “mini-concentrators” with the ND-ELO+cold weld bonded
cells to effect cost reductions compared to the non-concentrated cells, expected to achieve cost targets of less than $0.50/Watt
(peak).
With respect to its OPV technology NanoFlex
plans to achieve greater than 15% power conversion efficiencies on organic solar cells with operational lifetimes of 20 years
on barrier-coated plastic or metal foil substrates, and to demonstrate roll-to-roll “printing” of solar cells on plastic
or metal foil substrates by the end of 2015.
In order to accomplish these tasks and to
give confidence to our manufacturing partners, NanoFlex plans to build a technology development center in Ann Arbor, Michigan.
We plan to obtain cost-effective leased facilities and will equip the facility with required equipment and obtain required engineering
personnel. This infrastructure will support our objective of producing 6 inch square GaAs and OPV module prototypes to demonstrate
the efficacy of our technology platforms and to substantially reduce the risk to large-scale market entry by our licensed partners.
We believe that the costs of establishing the facility will be approximately $4,500,000 and expect that it can be in place by
the third quarter of 2014. The Plan of Operation that is in place is dependent upon the Company’s ability to raise additional
capital to support its research and development operations. Since its inception, NanoFlex has raised over $53,000,000 in equity
from various investors, which has been invested primarily in research and development activities and maintaining NanoFlex’s
patent portfolio. NanoFlex anticipates that it will need approximately $17,700,000 over the next 18 months until it earns sufficient
revenue to support its operations, including its continuing research and development goals and patent prosecutions and to maintain
its intellectual property portfolio. The following is a breakdown of the $17,700,000 budget:
Working Capital | |
$ | 2,700,000 | |
R&D Sponsored Research | |
$ | 3,600,000 | |
R&D Operating Expenses (technology development center) | |
$ | 1,300,000 | |
R&D Equipment Purchases (technology development center) | |
$ | 2,400,000 | |
Patent Prosecution and App Fees | |
$ | 3,600,000 | |
General and Administrative | |
$ | 4,100,000 | |
NanoFlex has made contact with major solar
cell and electronics manufacturers world-wide. It is finding commercial interest in both its GaAs and OPV technologies.
NanoFlex plans to work closely with those companies interested in its technology solutions, both in its own technology development
center, as well as within partner facilities, to develop proof-of-concept prototypes and processes to mitigate commercialization
risks and gain early market entry and acceptance. Currently, NanoFlex is aware of several laboratories and commercial suppliers
that are exploring and positively validating technologies that it has developed.
A key to reducing the risk to market entry
by our partners is for NanoFlex to qualify its technologies at the manufacturing scale. This task will be conducted in NanoFlex’s
technology development center, which will include a pilot manufacturing line. Furthermore, we believe it is essential
for NanoFlex to maintain its technology leadership through a continuing relationship with its world-class research partners at
USC and Michigan. NanoFlex will also seek other opportunities with the best researchers worldwide as opportunities present themselves.
Market Opportunity
Worldwide demand for electricity is expected
to expand by 69% from 19.0 trillion kilowatt hours (kWh) in 2011 to 32.2 trillion kWh in 2035, representing annual growth of approximately
2.2%, according to the International Energy Agency’s (the “IEA”) World Energy Outlook 2013 (“WEO 2013”),
New Policies Scenario. The growth of the world energy market is spurred by continued worldwide industrialization, population growth,
and economic expansion. The world’s energy needs are met by fossil fuels, nuclear energy and other technologies, including
renewable energy sources such as geothermal, hydropower, wind and solar power. The IEA estimates that approximately two-thirds
of worldwide electricity is currently produced from fossil fuels which are environmentally damaging and depleting resources.
However, there are several key trends that
are reshaping the future of the global energy mix, including continued rapid growth in the use of solar and wind technologies,
a retreat from nuclear power in some countries, and the emergence of unconventional natural gas production, according to the IEA.
These trends are driving a pronounced shift away from oil, coal, and nuclear towards renewables and natural gas.
Worldwide electricity generation from renewable
energy is projected to increase 159% from 4.5 trillion kWh in 2011 to 11.6 trillion kWh in 2035, representing 4.0% annual growth,
according to the IEA WEO 2013 New Policies Scenario. The renewable share of total electricity generation is projected to
increase from 20% to 31% during this period, according to the IEA WEO 2013 New Policies Scenario. The capacity increase
in renewable energy generation represents almost half of the total incremental generating capacity during this period. Renewable
energy adoption is expected to continue to largely be driven by support from governments in the form of quotas (renewable portfolio
standards), net metering systems, and feed-in-tariffs (FiTs) along with financial support such as tax incentives, grants, loans,
rebates, and production incentives.
Electricity generated from solar power is
projected to experience more rapid growth globally, increasing from 61 billion kWh in 2011 to 951 billion kWh in 2035, representing
12.1% annual growth. By 2030, solar power is expected to comprise 2.6% of total global electricity generation, compared to only
a fraction of 1% today, according to the IEA WEO 2013 New Policies Scenario. This growth projection is based on expected
solar capacity additions of 621 GW during this period, reflecting 10.1% annual growth, according to the IEA. Within the United
States, 2013 is expected to be a record year for solar power, projecting 4,400 MW of solar PV installations, according to Solar
Energy Industries Association (“SEIA”) and GTM Research, a division of Greentech Media which provides market analysis
in research reports, data services, and advisory services (“GTM Research”) (www.seia.org; New Market Report Shows
Huge Gains in U.S. Solar Deployment; by Rhone Resch, Sep 21, 2013). Demand for solar power is expected to continue to be driven
largely by renewable energy incentives. Meanwhile, cost reductions in solar technology (largely due to silicon oversupply) have
narrowed the gap between solar power and fossil power. SEIA and GTM Research forecast continued growth within the U.S., projecting
installations will exceed 9,000 MW in 2016 (www.seia.org; Solar Market Insight 2013 Q3; Dec 9, 2013)
OPV is an early stage industry segment and
market forecasts are limited. As traditional solar technologies become increasingly commoditized, we expect increased demand
with new applications, which require advanced technologies, such as those that NanoFlex is developing. IDTechEx, an independent
market research firm focused on emerging technologies, estimates that the organic photovoltaic market will grow by over 1,300%
by 2022, from a value of $4.6 million today up to over $630 million during that period, primarily representing new end-markets
such as small mobile applications and BIPV (Organic Photovoltaics (OPV) 2012-2022: Technologies, Markets, Players, by Dr.
Khasha Ghaffarzadeh, Dr. Harry Zervos, and Raghu Das, July 2012). SNE Research, a market research and consulting company focused
on the renewable energy sector, projects that OPVs will enter production during 2014, with shipments of 28 MW in 2014, 94 MW in
2015, and more than 1 GW in 2020 (www.sneresearch.com; Organic Photovoltaic (OPV) Cell Ready for Mass Production; Jan 15,
2013).
Competition
NanoFlex is focused on commercializing and
licensing advanced solar technologies that will enable entry of solar PV into new applications and also compete with established
solar technologies in traditional solar markets. As an IP licensor, we believe our competitive exposure is insulated from
industry dynamics, since we aim to partner with key industry participants and license our technology. Additionally, our
licensing business model does not require us to establish high-volume manufacturing, which is a key competitive factor for product-based
companies.
The solar photovoltaic sector is highly competitive,
characterized by intense price competition among commercialized technologies and aggressive investment in emerging technologies
as companies attempt to compete within the solar markets as well as within the overall electric power industry. The current
solar market is dominated by crystalline silicon (“c-Si”) technology, with some penetration by Cadmium Telluride (“CdTe”)
thin film technology, according to SolarBuzz (www.solarbuzz.com). Advanced solar technology development efforts encompass
various technology platforms as various stages of development, and consist of several large players and a number of small and
medium sized companies. Our U.S. domestic competitors, among others, include: Alta Devices, located at Sunnyvale, California;
Spectrolab, a subsidiary of Boeing; First Solar, Inc. (Nasdaq: FSLR); Polyera, whose Polymer solar cell efficiency record is certified
by National Renewable Energy Laboratory; New Energy Technologies (OTCQB: NENE). International competitors of our industry include
Sol Voltaic, a Swedish company; Sunpartner, a French company; Heliatek, a German company; Research institutions may also become
our competitors, such as University of California, Los Angeles, University of California, Berkley, Fraunhofer-Institut fur Solare
Energiesysteme (ISE), Empa, a Swiss federal laboratory for materials science and technology. Advanced inorganic technologies,
such as GaAs, have been limited to specialty, niche applications due to their high costs; although numerous research efforts are
focused on reducing manufacturing costs. Other technologies, based on advanced inorganic chemistries have been slow to achieve
market adoption due to their heretofore inability to achieve the required cost and performance thresholds to stimulate market
adoption. OPV technologies remain in the development stage, with numerous activities ongoing among government laboratories,
universities, and private enterprises. Currently, we are not aware of any commercialized OPV technologies, but there are
a limited number of developers planning introduction within the next two years, using polymer-based materials.
For traditional solar applications such as
rooftop projects, our technologies compete with established technologies as well as advanced technologies under development by
other organizations primarily on a basis of cost and performance, which is typically measured as cost per watt, largely a function
of production costs and cell conversion efficiency. Within emerging applications, our technologies compete primarily with
advanced technologies on a basis of cost and performance, but also functionality and aesthetics as we attempt to open new markets
to solar power. Additionally, we compete with other research and development organizations for funding from government agencies,
laboratories, research institutions, and universities. Some of our existing or future competitors may be part of larger
corporations that have greater financial resources than we do and, as a result, may be better positioned to adapt to changes in
the industry or the economy as a whole.
Among GaAs-based solar developers, there are
several companies, including Boeing’s subsidiary SpectroLab, Emcore Corporation, and Alta Devices, which produce commercial
solar cells for highly specialized applications such as military and space-borne systems, which are inelastic to the high prices
associated with the technology. Other companies such as Sol Voltaic are in the early stages of commercializing technology
to couple GaAs components with traditional c-Si modules to improve conversion efficiency. Some of these companies are attempting
to reduce manufacturing costs to enable entry of GaAs-based solar technologies into commercial markets. We believe NanoFlex’s
patented GaAs ND-ELO™ and Cold Weld technologies present the opportunity to significantly reduce the production cost
for GaAs solutions and believe that we could potentially license our technology to these companies.
OPV technologies have yet to be commercialized,
but there are numerous development efforts on going. Ongoing research and development is being performed by Mitsubishi Chemical
Holdings Corporation, LG Chemical, and BELECTRIC OPV (Kolitzheim, Germany), along with Heliatek (Dresden, Germany), Plextronics
(Pittsburgh, Pennsylvania), and Solarmer Energy (El Monte, California), among others. We believe NanoFlex’s patented
technologies for small molecule OPVs present a formidable obstacle for competing development efforts and would seek to partner
with other developers or attempt to protect our IP.
Employees
Currently, the Company employees consist of
six full-time personnel – our Executive Chairman; Chief Executive Officer; President and Chief Operating Officer; Chief
Financial Officer, Secretary and Treasurer; Senior Vice President of Corporate Development; and an office manager. The Company
plans to hire a Chief Technology Officer and in-house patent attorney prior to the end of 2014. The Company anticipates that its
technology development center in Ann Arbor, Michigan will in the first year employ nine technical personnel and expand to 20 at
full deployment. This is in addition to approximately 15 post-doctoral fellows and PhD candidates that are employed
in our sponsored university research programs at USC and University of Michigan.
DESCRIPTION OF PROPERTY
The Company’s executive offices are
currently located at 17207 N. Perimeter Dr., Suite 210, Scottsdale, AZ 85255 and it started leasing its offices from DTR10, LLC
on November 15, 2013. The office space is approximately 3,077 square feet. Its monthly rental is $6,410 during the first year
of the lease and will be subject to 3% increase in the following years.
MANAGEMENT’S
DISCUSSION AND ANALYSIS OF
FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis should
be read together with our financial statements and the related notes appearing elsewhere in this Prospectus. This discussion contains
forward-looking statements reflecting our current expectations that involve risks and uncertainties. See “Forward-Looking
Statements” for a discussion of the uncertainties, risks and assumptions associated with these statements. Actual results
and the timing of events could differ materially from those discussed in our forward-looking statements as a result of many factors,
including those set forth under “Risk Factors” and elsewhere in this Prospectus.
Overview
NanoFlex
is engaged in the development, commercialization, and licensing of advanced photovoltaic technologies and intellectual property.
We have agreements with Princeton University which were assigned to University of Southern California and the University of Michigan
(collectively, the “Universities”), pursuant to which we have developed certain technologies and prosecuted and paid
for more than 750 issued or pending patents covering materials, architectures, and fabrication processes for organic
and inorganic flexible, thin-film photovoltaic technologies. While each patent is issued in the names of the respective university
that developed the subject technology, we have exclusive commercial license rights to all of the patents and their attendant technologies
and the patents are referred to herein as being our patents.
Unlike
conventional thin film solar, the materials platforms that we have developed and are developing for solar cells are capable of
ultrahigh efficiency accessible only by single crystalline inorganic materials such as silicon and gallium arsenide. The
technologies we are developing allow the solar energy generating surfaces to be sufficiently flexible to be wrapped around 1 centimeter
diameter cylinders without damage or loss of performance. Their ultra-light weight impacts other traditional costs
associated with solar such as eliminating the need for costly, complex and robust panel mounts. We believe that these solar energy
generating “films” can be used on architectural surfaces, on windows as attractive semi-transparent energy-generating
coatings and even paints. Their flexibility allows their application to surfaces such as tents, clothing and other oddly shaped
or “mobile” surfaces, including space-borne applications. Finally, the ability to be rolled around cylinders
permits compact and low cost transport for deployment at remote sites.
We
currently hold exclusive rights to more than 750 issued or pending patents worldwide which cover architecture, processes and materials
for flexible, thin-film organic photovoltaic (“OPV”) and Gallium Arsenide (“GaAs”) technologies. In
addition, we have several hundred more patents in process. Some of our technology holdings include foundational concepts in the
following areas (many of which are being validated in other labs as indicated by the asterisks).
● |
Tandem
organic solar cell* |
● |
Fullerene
acceptors* |
● |
Blocking
layers* |
● |
New materials
for visible and infrared sensitivity* |
● |
Scalable
growth technologies* |
● |
Inverted
solar cells* |
● |
Materials for enhanced light collection via multi-exciton generation |
● |
Mixed layer and nano-crystalline cells |
● |
Solar paints |
● |
Transparent/semi-transparent cells |
● |
Ultralow cost, ultrahigh efficiency, flexible thin film inorganic cells |
● |
Accelerated and recyclable liftoff process |
● |
Cold-weld bonding of inorganic solar cells to plastic substrates and metal foils |
Plan
of Operation and Liquidity and Capital Resources
We
are solely dependent on raising capital to support its operations at this time. As of the date of filing this report, we lack
sufficient capital to pay for ongoing research and development operations. Should we be unable to raise the additional capital
that we need, we may not be able to continue those operations and will need to further change our plans to scale back activities
based on whether and when capital is available. We are in the process of raising additional funds. The additional funding,
if it can be raised, is anticipated to consist of private sales of our equity securities and/or convertible debt instruments.
However, there can be no assurance that the additional funds will be available to us when needed.
We
are actively taking measures to decrease costs as well as manage payables in order to conserve capital resources. As part of these
measures, NanoFlex negotiated a permanent decrease in salaries with its employees, has modified its operating plan as set forth
below and is managing payables to prioritize the most important of them to keep research and development activities going.
Near
Term Operating Plan
Our
current burn rate is approximately $5,000,000 per year in order to support our research and development activities, maintain our
existing patent portfolio and make necessary payments under our Sponsored Research Agreement. Our operating plan over the next
twelve months is comprised of the following:
|
1. |
Cost
cutting and containment to reduce our annual burn rate; |
|
2. |
Maintenance
of our existing patent portfolio; |
|
3. |
Continuing
ongoing research and development activities; |
|
4. |
Partnering
with strategic partners for licensing and/or joint development of our technologies; and |
|
5. |
Raising
not less than $5,000,000 in capital. |
In
the event that we raise less than the required amount of capital, our focus will be maintenance of our existing patent portfolio
and less spending on ongoing research and development.
In
the event an additional $5.5 million in capital can be raised, we will invest in build out and equipment purchases for a technology
development center as described below.
There
can be no assurance that our near term operating plan will be successful or that we will be able to fulfill it as it is largely
dependent on raising capital and there can be no assurance that capital can be raised.
Overall
Operating Plan
We
have made contact with major solar cell and electronics manufacturers world-wide and are finding commercial interest in both our
GaAs and OPV technologies. We are seeking to work closely with those companies interested in our technology solutions to develop
proof-of-concept prototypes and processes to mitigate commercialization risks and gain early market entry and acceptance.
Although
we currently do not have any commitments from third parties to license our technologies or otherwise provide revenue to us, we
are aware of several laboratories and commercial suppliers who are exploring and positively validating technologies that we have
developed and which are protected by our intellectual property portfolio. These interested parties potentially represent
some of our first partners for joint technology development and acceptance into manufacturing production.
A
key to reducing the risk to market entry by our partners is for us to qualify our technologies at a manufacturing scale. We
believe that the best manner to do this is to develop our own technology development center in Ann Arbor, Michigan. The
principal function of the facility will be to demonstrate our ability to prototype our inorganic and organic solar cells utilizing
our proprietary technologies. In addition, we anticipate that advancements at the facility can attract other industry
players to acquire early licenses to use our intellectual property. Finally, we believe that having a technology development
center will allow us to obtain government funding from the National Aeronautics and Space Administration, the Department of Defense
and the Department of Energy, each of which have interests in businesses that can deliver ultra-lightweight, high-efficiency technologies
for space, mobile warfighter, and grid-deployment applications.
We
believe the technology development center can also make us highly competitive to receive government grants to support GaAs and
OPV research and development. A second potential revenue source is in joint development projects with existing solar cell manufacturers.
We believe the largest near-term opportunity can be in partnerships exploiting GaAs solar technology with existing GaAs cell manufacturers
in the space programs, military operations and other suitable end use. We anticipate that partnerships with one or more of these
companies can be supported by the facility, and possibly result in early revenue opportunities.
We
believe that the costs of establishing the facility will be approximately $4,300,000.
Our
long term overall plan of operation is dependent upon our ability to raise additional capital to support our research and development
operations. Since our inception, we have raised over $53,000,000 in equity from various investors, which has been invested
primarily in research and development activities and maintaining our patent portfolio. We anticipate that we will need
to raise approximately $17,700,000 over the next 24 months until we earn sufficient revenue to support our operations, including
our continuing research and development activities and patent prosecutions and to maintain our intellectual property portfolio. The
following is a breakdown of the $17,700,000 budget:
Working
Capital |
|
$ |
2,700,000 |
|
R&D
Sponsored Research |
|
$ |
3,600,000 |
|
R&D
Operating Expenses (technology development center) |
|
$ |
1,300,000 |
|
R&D
Equipment Purchases (technology development center) |
|
$ |
2,950,000 |
|
Patent
Prosecution and App Fees |
|
$ |
3,600,000 |
|
General
and Administrative |
|
$ |
3,550,000 |
|
There
can be no assurance that financing will be available to us to fund our $17,700,000 budget, or, if available, that it will be on
terms acceptable to us.
Recent
Development
On
October 22, 2014, the University of Michigan, our research partner, won a $1.35 million cooperative award under the U.S. Department
of Energy SunShot Initiative. The University of Michigan was selected as part of SunShot’s “Next Generation Photovoltaics
3” program and was the only project awarded for OPV research and development.
This
project aims to advance the practical viability of OPV by demonstrating reliable, large area and high-efficiency organic multijunction
cells based on small molecule materials systems. The implementations in academic labs will be transferred to NanoFlex Power Corp.,
as the University of Michigan’s commercialization partner, who will work with manufacturers to achieve acceptance and deployment
of OPV technology. The goals of the University of Michigan’s proposed program are: 1) demonstration of multijunction organic
solar cells with efficiencies of >18%, 2) demonstration of extrapolated multijunction cell lifetimes exceeding 20 years, 3)
demonstration of ultra-rapid organic film deposition on continuous rolls of foil substrates using our proprietary technology of
organic vapor phase deposition; and 4) demonstration of roll-to-roll (R2R) application of package encapsulation.
Results
of Operations
For
the Three and Nine Months Ended September 30, 2014 and September 30, 2013
Research
and Development Expenses
Research
and development expenses for the three months ended September 30, 2014 were $291,571, a 29% decrease from $412,440 for the three
months ended September 30, 2013. The decrease is attributable to timing of research work by the Universities performed
pursuant to our research agreements. Research and development expenses for the nine months ended September 30, 2014 were $996,722,
a 4% increase from $956,211 for the nine months ended September 30, 2013. The increase is attributable to additional funding we
provided to the Universities pursuant to our research agreements.
Patent
Application and Prosecution Fees
Patent
application and prosecution fees consist of the fees due for prosecuting and maintaining our patents and were $625,595 for the
three months ended September 30, 2014, a 9% decrease from $690,996 for the three months ended September 30, 2013. The decrease
is attributable to timing of applications being researched for our technologies. Patent application and prosecution fees
were $1,367,998 for the nine months ended September 30, 2014, an 8% increase from $1,263,417 for the nine months ended September
30, 2013. The increase is attributable to an increase in the number of our patents and number of applications being researched
for our technologies.
Salaries
and Related Expenses
Salaries
and related expenses were $399,164 for the three months ended September 30, 2014, a 52% decrease from $835,985 for the three months
ended September 30, 2013. Salaries and related expenses were $1,241,256 for the nine months ended September 30, 2014, a 10% decrease
from $1,373,281 for the nine months ended September 30, 2013. The decrease is attributable to a negotiated temporary decline in
salaries during the first quarter of 2013 which was subsequently reinstated. In October 2014, a permanent decrease in salaries
was negotiated with the Company’s employees in an effort to conserve capital resources.
Stock-based
Compensation
There
was no stock-based compensation for the three and nine months ended September 30, 2014 as compared to $6,657,689 and $26,064,190
for the three and nine months ended September 30, 2013, respectively, relating to the vesting of awards granted in 2012. As
of September 30, 2014, there was no remaining unamortized stock-based compensation associated with outstanding awards.
Selling,
General and Administrative Expenses
Selling,
general and administrative expenses, consisting primarily of rent, office supplies, depreciation, workers compensation insurance,
medical insurance, postage and shipping, traveling expenses and consulting fees, were $288,904 for the three months ended September
30, 2014, a 65% decrease from $832,414 for the three months ended September 30, 2013. Selling, general and administrative
expenses were $774,499 for the nine months ended September 30, 2014, a 32% decrease from $1,143,121 for the nine months ended
September 30, 2013. The decrease is primarily attributable to decreases in legal and consulting fees.
Interest
Expense
Interest
expense for the three and nine months ended September 30, 2014 was $42,631 as compared to $17,932 and $4,463,453 for the three
and nine months ended September 30, 2013, respectively, due to the effects of our reverse merger which eliminated all of our interest
bearing debt. We entered into new interest bearing debt agreements in 2014 which are discussed in Note 2 and Note 3.
Loss
on Debt Extinguishment
There
was no loss on debt extinguishment for the three and nine months ended September 30, 2014 as compared to $0 and $1,811,800 for
the three and months ended September 30, 2013, respectively, as we have eliminated all of our interest bearing debt. The
loss on debt extinguishment in 2013 related to (i) conversion of $230,000 of debt that was not originally convertible into 46,000
common shares and (ii) the issuance of 286,000 of common shares in connection with the extension of the maturity date on an aggregate
of $1,400,000 of outstanding debt. We evaluated the modifications under ASC 470-50 and determined that the modifications
were substantial and the revised terms constituted debt extinguishments for which a loss is recognized equal to the difference
in fair value of the debt and shares before and after the modifications.
Net
Loss
The
net loss for the three months ended September 30, 2014 was $1,647,866 an 83% decrease from $9,447,456 for the three months ended
September 30, 2013. The net loss for the nine months ended September 30, 2014 was $4,423,106, a 88% decrease from $37,075,473
for the nine months ended September 30, 2013. The decrease in the net loss is impacted by the decrease in stock-based compensation,
interest expense and loss on debt extinguishment, each of which is described above.
Liquidity
and Capital Resources
As
of September 30, 2014, we had cash and cash equivalents of $51,011 and a working capital deficit of $3,832,228, as compared to
cash and cash equivalents of $197,004 and a working capital deficit of $1,255,222 as of December 31, 2013. The decrease
in cash and working capital is attributable to our operating losses as we have yet to generate revenues from our operations.
We
are in the process of raising additional funds in order to continue to finance our near term and overall plans for research, development
and commercialize photonic energy conversion technologies utilizing organic semiconductor-based solar cells. The additional
funding, if it can be raised, is anticipated to consist of private sales of our equity securities and/or convertible debt instruments.
However, there can be no assurance that the additional funds will be available to us when needed.
The
Company is actively taking measures to decrease costs as well as manage payables in order to conserve capital resources. As part
of these measures, the Company negotiated a permanent decrease in salaries with its employees.
Going
Concern
The
Company has not generated revenues to date. The Company has a working capital deficit of $3,832,228 and an accumulated
deficit of $176,686,134 as of September 30, 2014. 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 September 30, 2014 from those set forth in “Critical
Accounting Policies” in our Annual Report on Form 10-K for the year ended December 31, 2013 filed with the SEC on March
31, 2014.
The
following critical accounting policies are important to the portrayal of the Company’s combined financial condition and
results.
Basis
of Accounting
The
Company’ policy is to maintain its books and prepare its combined financial statements on the accrual basis of accounting
in accordance with accounting principles generally accepted in the United States of America.
Use
of Estimates
The
preparation of combined financial statements in conformity with accounting principles generally accepted in the United States
of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and
the disclosure of contingent assets and liabilities at the date of the combined financial statements and the reported amounts
of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Cash
and Cash Equivalents
Cash
and cash equivalents include all cash and liquid investments with an initial maturity of three months or less.
Stock-based
Compensation
We
account for stock based compensation in accordance with FASB ASC 718 which requires companies to measure the cost of employee
services received in exchange for an award of an equity instrument based on the grant-date fair value of the award. For stock-based
awards granted on or after January 1, 2006, stock-based compensation expense is recognized on a straight-line basis over the requisite
service period. In prior years, we accounted for stock-based awards under APB No. 25, “Accounting for Stock Issued to Employees.”
We account for non-employee share-based awards in accordance with FASB ASC 505-50.
Research
and Development
Research
and development costs are expensed in the period they are incurred in accordance with ASC 730, Research and Development unless
they meet specific criteria related to technical, market and financial feasibility, as determined by management, including but
not limited to the establishment of a clearly defined future market for the product, and the availability of adequate resources
to complete the project. If all criteria are met, the costs are deferred and amortized over the expected useful life, or written
off if a product is abandoned. At December 31, 2013 and 2012, the Company had no deferred development costs.
Impairment
of Long-Lived Assets
The
Company reviews the carrying value of its long-lived assets annually or whenever events or changes in circumstances indicate that
the historical-cost carrying value of an asset may no longer be appropriate. The Company assesses recoverability of the asset
by comparing the undiscounted future net cash flows expected to result from the asset to its carrying value. If the carrying value
exceeds the undiscounted future net cash flows of the asset, an impairment loss is measured and recognized. An impairment loss
is measured as the difference between the net book value and the fair value of the longlived asset. Fair value is estimated based
upon either discounted cash flow analysis or estimated salvage value.
Development
Stage Company
The
Company is a development stage company as defined by ASC 915, Accounting and Reporting by Development Stage Entities. The Company
is devoting substantially all of its present efforts to establishing a new business. All losses accumulated since inception have
been considered as part of the Company’s development stage activities.
Property
and Equipment
Property
and equipment are stated at cost. Depreciation of property and equipment is provided using the straight-line method for financial
reporting purposes at rates based on the estimated useful lives of the assets. Estimated useful lives range from three to eight
years.
SUMMARY FINANCIAL DATA
The following table sets forth our selected
historical financial data as of and for each of the periods indicated. We derived the selected historical financial data as of
and for the fiscal year ended December 31, 2013 and the nine-month period ended September 30, 2014 from our financial statements.
This information is only a summary and you should read it in conjunction with the historical financial statements included
in this Prospectus and the related notes and the section entitled "Management's Discussion and Analysis of Financial Condition
and Results of Operations," included in this Prospectus. Our financial information may not be indicative of our
future performance and does not necessarily reflect what our financial condition and results of operations would have been had
we operated as an independent, stand-alone entity for the periods presented, particularly since many changes will occur in our
operations and capitalization as a result of the Liquidating Distribution.
Balance Sheets
| |
September 30, | | |
December 31, | |
| |
2014 | | |
2013 | |
| |
| |
ASSETS | |
| | |
| |
TOTAL CURRENT ASSETS | |
| 59,635 | | |
| 210,649 | |
| |
| | | |
| | |
TOTAL ASSETS | |
$ | 74,718 | | |
$ | 218,082 | |
| |
| | | |
| | |
TOTAL CURRENT LIABILITIES | |
| 3,891,863 | | |
| 1,465,871 | |
| |
| | | |
| | |
TOTAL LIABILITIES | |
| 3,891,863 | | |
| 1,465,871 | |
| |
| | | |
| | |
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) | |
| (3,817,145 | ) | |
| (1,247,789 | |
| |
| | | |
| | |
TOTAL LIABILITIES AND STOCKHOLDER’S EQUITY (DEFICIT) | |
$ | 74,718 | | |
$ | 218,082 | |
Statement of Operations:
| |
Nine Months Ended
September 30,
2014 | | |
Nine Months Ended
September 30,
2013 | | |
Year Ended December
31, 2013 | | |
Year Ended December
31, 2012 | | |
February 7, 1994
(Inception) Through September 30, 2014 | |
| |
| | |
| | |
| | |
| | |
| |
REVENUES | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
OPERATING EXPENSES | |
| 4,380,475 | | |
| 30,800,220 | | |
| 32,835,787 | | |
| 13,869,370 | | |
| 37,216,262 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
LOSS FROM OPERATIONS | |
| 4,380,475 | | |
| 30,800,220 | | |
| 32,835,787 | | |
| 13,869,370 | | |
| 37,216,262 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
NET LOSS | |
$ | (4,423,106 | ) | |
$ | (37,075,473 | ) | |
$ | (39,238,740 | ) | |
$ | (20,862,200 | ) | |
$ | (43,661,846 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | |
NET LOSS per share (basic and diluted) | |
$ | (0.10 | ) | |
$ | (0.61 | ) | |
$ | (0.59 | ) | |
$ | (0.52 | ) | |
| n/a | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
WEIGHTED AVERAGE
COMMON SHARES, OUTSTANDING, BASIC and DILUTED | |
| 43,420,085 | | |
| 61,079,624 | | |
| 66,855,209 | | |
| 40,395,528 | | |
| n/a | |
DIRECTORS, EXECUTIVE
OFFICERS AND CORPORATE GOVERNANCE
Directors and Executive Officers
The following table sets forth the name and
position of each of our current executive officers and directors. All directors hold office until the next annual meeting of stockholders
or until their respective successors are elected, except in the case of death, resignation or removal:
Name | |
Age | | |
Position |
| |
| | |
|
John D. Kuhns | |
| 64 | | |
Executive Chairman of the Board |
| |
| | | |
|
Dean L. Ledger | |
| 66 | | |
Chief Executive Officer, Director |
| |
| | | |
|
Robert J. Fasnacht | |
| 57 | | |
President, Director, Chief Operating Officer |
| |
| | | |
|
Amy B. Kornafel | |
| 43 | | |
Chief Financial Officer and Secretary |
| |
| | | |
|
Joey S. Stone | |
| 51 | | |
Senior Vice President of Corporate Development |
John D. Kuhns, age 64, is the Executive
Chairman of the Board of the Company and of GPEC. Mr. Kuhns became an investor in GPEC in 1999, and has served as a Director of
GPEC since April of 2000. He was appointed to serve as Director of the Company on September 24, 2013. In the last 30 years, Mr.
Kuhns has founded and completed five initial public offerings for renewable energy companies. Most recently in 2006 he founded
China Hydroelectric Corporation (NYSE: CHC), China’s largest foreign-owned hydroelectric power company. China Hydro listed
its shares on the New York Stock Exchange in January of 2010. Mr. Kuhns served as Chairman of the Board of China Hydro from 2006
until 2012. In 1988, Mr. Kuhns founded The New World Power Corporation (NASDAQ: NWPC), where he served as Chairman of the Board
of directors. This company was the first wind farm company to go public. In 1981, Mr. Kuhns was also the founder of Catalyst Energy
Corporation (NYSE: CE), one of the country’s most successful hydroelectric developers and recognized by Inc. Magazine as
the nation's fastest growing public company in the five years from 1982 to 1987. Mr. Kuhns is the Chairman and CEO of Kuhns Brothers,
an investment banking boutique and one of the oldest continually operating investment firms in the United States, tracing its
origins to 1842. Mr. Kuhns is a graduate of the Harvard Business School (M.B.A., 1977), the University of Chicago (M.F.A. in Fine
Arts, 1975) and Georgetown University (A.B., in Sociology and in Fine Arts, 1972), where he was captain of the varsity football
team and is a member of the University's Athletic Hall of Fame. Mr. Kuhns was selected to serve originally as a Director of GPEC
and now as a Director of the Company due in part to his comprehensive knowledge gained over the last 30 years in all aspects of
the Green Energy field. He also has accumulated vast experience and understanding of all business aspects and competitive worldwide
environment for solar power.
Dean L. Ledger, age 66, has served
as a Director and senior executive of GPEC since its inception in 1994 and was instrumental in its founding. Mr. Ledger is GPEC’s
Chief Executive Officer, and was elected as the Chief Executive Officer of the Company on September 24, 2013. Mr. Ledger has significant
experience in capital formation and business building as he played instrumental roles in both Universal Display Corporation (NASDAQ:
OLED) and InterDigital Corporation (NASDAQ: IDCC) from their inception. From 1994 to 2012, Mr. Ledger served as Executive Vice
President-Corporate Development of Universal Display Corporation. From July 1994 to January 2001, Mr. Ledger served as a member
of the Board of Directors of Universal Display Corporation. From December 2001 to July 2003, Mr. Ledger served as a member of
the Board of Directors of North American Technologies, Inc. (NASDAQ: NATK). From May 1991 until October 1992, Mr. Ledger was a
consultant to the IntelCom Group. Mr. Ledger served as a consultant to InterDigital Communications Corporation from October 1989
to April 1991. Prior to October 1989, Mr. Ledger spent 12 years as a financial consultant with E.F. Hutton, Shearson Lehman Brothers
and Paine Webber. He is a graduate of Colorado College (B.A., Business Administration, 1972).
The Board concluded that Mr. Ledger should
serve as a Director of the Company based on his extensive experience and knowledge of the history of our Company and of all of
its related technologies. Furthermore, he has a proven track record in leveraging information technology to capture new commercial
opportunities and to increase operational efficiencies in various industries.
Robert J. Fasnacht, age 57, is a director,
President and Chief Operating Officer of GPEC and he was elected as a director, President and Chief Operating Officer of the Company
on September 24, 2013. He first joined GPEC in 2011 as its Executive Vice President, General Counsel and corporate Secretary.
Prior to that, he was engaged in a private legal practice emphasizing both corporate transactions and complex civil litigation.
He also served for a number of years as a Board Member of various U.S. companies, including a U.S. based privately held restaurant
Franchisor. He is admitted to practice in the 9th Circuit Court of Appeals, along with several state and federal courts, including
the U.S. Tax Court. Mr. Fasnacht is a graduate of the University of Idaho (B.S., Chemistry, 1983 and J.D., 1985). Mr. Fasnacht
was selected as a Director due to his extensive knowledge both from his scientific education and his legal training on all aspects
of the Company’s Organic and Inorganic Photovoltaic Technologies and on its related intellectual property portfolio. He
also demonstrated an extraordinary ability to understand the business and technological aspects of the Company as they relate
to the Company’s strategic roll moving forward.
Amy B. Kornafel, age 43, is the Chief
Financial Officer of GPEC since March 2005 and also serves as the Company’s Secretary. She was elected as the Chief Financial
Officer and Secretary of the Company on September 24, 2013. From 2003 through 2005, Ms. Kornafel served as GPEC’s Controller.
Previously Ms. Kornafel worked as a Consultant and Senior Financial Statement Assurance Auditor for Arthur Andersen LLP. From
1995 to 1997, Ms. Kornafel served as a tax accountant for Alloy, Silverstein, Shapiro, Adams, Mulford and Company. Ms. Kornafel’s
experience includes extensive financial, accounting and audit experience with software, hardware, manufacturing, venture capital,
bio-tech, development stage and retail enterprises. Ms. Kornafel is a graduate of Rutgers University (B.S., Accounting 1995).
Joey S. Stone, age 51, has served as
the Senior Vice President of Corporate Development of GPEC since September 2010 and he was elected to the same positions with
the Company on September 24, 2013. Mr. Stone is a senior executive with over 20 years of experience in the financial services
sector. From 2001 to 2010, Mr. Stone was a Senior Vice President at Morgan Stanley, a global financial services firm. From 1991
to 2001, Mr. Stone was a financial consultant with J.C. Bradford & Co. and from 1988 to 1991, with PaineWebber. Mr. Stone
is a graduate of Louisiana State University (B.S., Business, 1987).
Board Committees
We do not have a standing nominating, compensation
or audit committee. Rather, our full board of directors performs the functions of these committees. Also, we do not have a “audit
committee financial expert” on our board of directors as that term is defined by Item 401(d)(5)(ii) of Regulation S-K. We
do not believe it is necessary for our board of directors to appoint such committees because the volume of matters that come before
our board of directors for consideration permits the directors to give sufficient time and attention to such matters to be involved
in all decision making. Additionally, because our Common Stock is not listed for trading or quotation on a national securities
exchange, we are not required to have such committees.
Code of Ethics
On January 28, 2013, we adopted a Code of
Ethics and Business Conduct which is applicable to our employees and which also includes a Code of Ethics for our CEO and principal
financial officer and persons performing similar functions. A copy of our Code of Business Conduct and Ethics has been filed with
the Securities and Exchange Commission as an exhibit to the Company’s Registration Statement on Form S-1 filed March
15, 2013. A code of ethics is a written standard designed to deter wrongdoing and to promote:
● |
honest and ethical conduct, |
|
|
● |
full, fair, accurate, timely and understandable disclosure in regulatory filings and public statements, |
|
|
● |
compliance with applicable laws, rules and regulations, |
|
|
● |
the prompt reporting violation of the code, and |
|
|
● |
accountability for adherence to the code. |
Director Independence
Our securities are not listed on a national
securities exchange or in an inter-dealer quotation system which has requirements that directors be independent. We
believe that two of our three directors, Robert J. Fasnacht and Dean L. Ledger, would not be considered to be independent,
as that term is defined in the listing standards of NASDAQ.
Meetings of the Board of Directors
During its fiscal year ended December 31,
2013, the Board of Directors of the Company did not meet on any occasion, but rather transacted business by unanimous written
consent.
Board Leadership Structure and Role in
Risk Oversight
Our Board recognizes that the leadership structure
and combination or separation of the President and Chairman roles is driven by the needs of the Company at any point in time. Currently,
Mr. John D. Kuhns serves as the Executive Chairman of our Board, and Mr. Robert J. Fasnacht serves as the President of the Company. We
have no policy requiring the combination or separation of leadership roles and our governing documents do not mandate a particular
structure. This has allowed, and will continue to allow, our Board the flexibility to establish the most appropriate
structure for our company at any given time.
Immediately following the consummation of
the Share Exchange Transaction, the size of the Company’s management team was increased in order to manage our expanded
operations, risks and resources.
EXECUTIVE COMPENSATION
The following table sets forth information
concerning cash and non-cash compensation paid by NanoFlex to its Chief Executive Officer, Executive Chairman and the two other
highly compensated executive officers other than the Chief Executive Officer who were serving as an executive officer of NanoFlex
on December 31, 2013 for the fiscal year ended December 31, 2013. The Company was incorporated on January 18, 2013, therefore
there was no compensation to its executives in the fiscal year of 2012.
Name and Position(s) | |
Year | | |
Salary ($) | | |
Stock Awards ($) | | |
All other Compensation
($) | |
Total Compensation
($) | |
| |
| | |
| | |
| | |
| |
| |
Dean L. Ledger (1) | |
| 2013 | | |
$ | 0 | | |
$ | 0 | | |
$ |
0 | |
$ | 0 | |
Chief Executive Officer and Director | |
| | | |
| | | |
| | | |
| |
| | |
| |
| | | |
| | | |
| | | |
| |
| | |
John D. Kuhns (2) | |
| 2013 | | |
$ | 0 | | |
$ | 0 | | |
$ |
0 | |
$ | 0 | |
Executive Chairman and Director | |
| | | |
| | | |
| | | |
| |
| | |
| |
| | | |
| | | |
| | | |
| |
| | |
Robert J. Fasnacht (3) | |
| 2013 | | |
$ | 0 | | |
$ | 0 | | |
$ |
0 | |
$ | 0 | |
President, Chief Operating Officer and Director | |
| | | |
| | | |
| | | |
| |
| | |
| |
| | | |
| | | |
| | | |
| |
| | |
Joey Stone (4) | |
| 2013 | | |
$ | 0 | | |
$ | 0 | | |
$ |
0 | |
$ | 0 | |
Senior Vice President of Corporate Development | |
| | | |
| | | |
| | | |
| |
| | |
| |
| | | |
| | | |
| | | |
| |
| | |
Amy B. Kornafel (5) | |
| 2013 | | |
$ | 0 | | |
$ | 0 | | |
$ |
0 | |
$ | 0 | |
CFO and Secretary | |
| | | |
| | | |
| | | |
| |
| | |
| |
| | | |
| | | |
| | | |
| |
| | |
Christopher Conley (6) | |
| 2013 | | |
$ | 0 | | |
$ | 0 | | |
$ |
0 | |
$ | 0 | |
Former CEO, CFO and director | |
| | | |
| | | |
| | | |
| |
| | |
(1) |
Mr. Dean L. Ledger was appointed as our Director and Chief Executive Officer on September 24, 2013. |
(2) |
Mr. John D. Kuhns was appointed as our Executive Chairman on September 24, 2013. |
(3) |
Mr. Robert J. Fasnacht was appointed as our Director, President and Chief Operating Officer on September 24, 2013. |
(4)
(5)
(6) |
Mr. Joey Stone was appointed as our Senior Vice President
of Corporate Development on September 24, 2013.
Ms. Amy B. Kornafel was appointed as our Chief Financial
Officer and Secretary on September 24, 2013.
Mr. Christopher Conley served as our CEO, CFO and director
since our inception through September 24, 2013. |
The following table sets forth information
concerning cash and non-cash compensation paid by GPEC to the Company’s Chief Executive Officer, Executive Chairman and
the two other highly compensated executive officers other than the Chief Executive Officer who were serving as an executive officer
of GPEC on December 31, 2013 for each of the two fiscal years of GPEC ended December 31, 2013 and December 31, 2012.
Name and Position(s) | |
Year | | |
Salary ($) | | |
Stock Awards ($) | | |
All other Compensation
($) | |
Total Compensation
($) | |
| |
| | |
| | |
| | |
| |
| |
Dean L. Ledger (1) | |
| 2013 | | |
$ | 248,500 | | |
$ | 4,206,606 | | |
$ |
445,094 | |
$ | 4,900,200 | |
Chief Executive Officer and Director of GPEC | |
| 2012 | | |
$ | 462,500 | | |
$ | 3,085,110 | | |
$ |
0 | |
$ | 3,547,610 | |
| |
| | | |
| | | |
| | | |
| |
| | |
John D. Kuhns (2) | |
| 2013 | | |
$ | 233,333 | | |
$ | 4,167,758 | | |
$ |
0 | |
$ | 4,401,091 | |
Executive Chairman of GPEC | |
| 2012 | | |
$ | 0 | | |
$ | 947,774 | | |
|
0 | |
$ | 947,774 | |
| |
| | | |
| | | |
| | | |
| |
| | |
Robert J. Fasnacht (3) | |
| 2013 | | |
$ | 163,750 | | |
$ | 3,654,195 | | |
$ |
185,083 | |
$ | 4,003,028 | |
President, Chief Operating Officer and Director of GPEC | |
| 2012 | | |
$ | 260,416 | | |
$ | 1,112,055 | | |
$ |
0 | |
$ | 1,372,471 | |
| |
| | | |
| | | |
| | | |
| |
| | |
Joey Stone (4) | |
| 2013 | | |
$ | 112,500 | | |
$ | 2,574,501 | | |
$ |
438,500 | |
$ | 3,125,501 | |
Senior Vice President of Corporate Development | |
| 2012 | | |
$ | 163,750 | | |
$ | 1,050,555 | | |
$ |
0 | |
$ | 1,214,305 | |
| |
| | | |
| | | |
| | | |
| |
| | |
Amy B. Kornafel (5) | |
| 2013 | | |
$ | 97,500 | | |
$ | 2,331,945 | | |
$ |
149,217 | |
$ | 2,578,662 | |
Chief Financial Officer and Treasurer of GPEC | |
| 2012 | | |
$ | 163,750 | | |
$ | 804,555 | | |
$ |
0 | |
$ | 1,393,750 | |
(1) |
Mr. Dean L. Ledger was appointed as GPEC’s Director and Chief Executive
Officer on September 24, 2013. Prior to that Mr. Ledger was the Chief Executive Officer, Chief Operating Officer, President
and Director of GPEC. GPEC issued Mr. Ledger 545,645 and 640,000 shares for services during 2013 and 2012, respectively. |
(2) |
Mr. John D. Kuhns was appointed as GPEC’s Executive Chairman in May 2012. Mr. Kuhns
has been a director of GPEC since 1999. GPEC issued Mr. Kuhns 1,658,969 and 2,500,000 shares for services during 2013 and
2012 respectively. |
(2) |
Mr. Robert J. Fasnacht was appointed as GPEC’s Director, President and Chief Operating
Officer on September 24, 2013. Mr. Fasnacht has been Executive Vice President, General Counsel and Secretary of GPEC since
2011. GPEC issued Mr. Fasnacht 525,000 and 250,000 shares for services during 2013 and 2012 respectively. |
(3) |
Mr. Joey Stone was appointed as GPEC’s Senior Vice President of Corporate Development
on September 24, 2013. Mr. Stone has been Senior Vice President of GPEC since September 2010. GPEC issued Mr. Stone 2,574,501
and 240,000 for services during 2013 and 2012, respectively. |
(4) |
Ms. Amy B. Kornafel was appointed as GPEC’s Chief Financial Officer and Secretary on
September 24, 2013. Ms. Kornafel has been Chief Financial Officer and Treasurer of GPEC since March 2005. GPEC issued Ms. Kornafel
310,000 and 500,000 shares for services during 2013 and 2012, respectively. |
At this time, none of the management of the
Company or GPEC expects compensation to be increased for the foreseeable future.
Employment Agreement of the Executive Officers and Directors
On September 24, 2013, the Company and John
D. Kuhns entered into an Employment Agreement, as amended and restated on October 22, 2013, pursuant to which commencing October
1, 2013 Mr. Kuhns is being employed as Executive Chairman of the Board of the Company for a term of five years. The initial five
year term of employment automatically shall be extended for additional one-year periods unless within 60 days prior to the end
of the term a party gives written notice to the other of its decision not to renew the term. Under the agreement, Mr. Kuhns is
entitled to the compensation consisting of $400,000 per year for base salary (plus annual cost of living increases of 3% per year),
an annual bonus at the discretion of the Board of the Directors and other benefits such as family health and dental insurance
coverage and eligibility to participate in profit-sharing, 401K, stock option, bonus and performance award plans that are generally
made available to executive officers of the Company.
On September 24, 2013, the Company and Dean
L. Ledger entered into an Employment Agreement, as amended and restated on October 22, 2013, pursuant to which commencing October
1, 2013 Mr. Ledger is being employed as Chief Executive Officer of the Company for a term of five years. The initial five year
term of employment automatically shall be extended for additional one-year periods unless within 60 days prior to the end of the
term a party gives written notice to the other of its decision not to renew the term. Under the agreement, Mr. Ledger is entitled
to the compensation consisting of $400,000 per year for base salary (plus annual cost of living increases of 3% per year), an
annual bonus at the discretion of the Board of the Directors and other benefits such as family health and dental insurance coverage
and eligibility to participate in profit-sharing, 401K, stock option, bonus and performance award plans that are generally made
available to executive officers of the Company.
On September 24, 2013, the Company and Robert
J. Fasnacht entered into an Employment Agreement, as amended and restated on October 22, 2013, pursuant to which commencing October
1, 2013 Mr. Fasnacht is being employed as President and Chief Operating Officer of the Company for a term of five years. The initial
five year term of employment automatically shall be extended for additional one-year periods unless within 60 days prior to the
end of the term a party gives written notice to the other of its decision not to renew the term. Under the agreement, Mr. Fasnacht
is entitled to the compensation consisting of $360,000 per year for base salary (plus annual cost of living increases of 3% per
year), an annual bonus at the discretion of the Board of the Directors and other benefits such as family health and dental insurance
coverage and eligibility to participate in profit-sharing, 401K, stock option, bonus and performance award plans that are generally
made available to executive officers of the Company.
TRANSACTIONS WITH RELATED
PERSONS, PROMOTERS AND CONTROL PERSONS
Our policy is that a contract or transaction
either between the Company and a director, or between a director and another company in which he is financially interested is
not necessarily void or voidable if the relationship or interest is disclosed or known to the Board of Directors and the stockholders
are entitled to vote on the issue, or if it is fair and reasonable to our company.
On February 26, 2014, the Company sold and
issued a promissory note in the principal amount of $150,000 to Douglas Ledger, the son of Dean L. Ledger, the CEO of NanoFlex
and GPEC.
On April 9, 2014, the Company sold and issued
to Nina Ledger, the daughter of Dean L. Ledger, the CEO of NanoFlex and GPEC, 80,000 shares of Common Stock and warrants to purchase
80,000 shares of Common Stock for investment of a total of $100,000.
On September 24, 2013, Mr. Christopher Conley,
a shareholder holding a majority of the outstanding shares of the Company, and GPEC consummated a Stock Purchase Agreement, pursuant
to which Mr. Conley sold to GPEC an aggregate of 9,000,000 shares of GPEC’s common stock representing approximately 75%
of the then issued and outstanding shares of GPEC common stock for an aggregate sales price of $249,000. GPEC agreed to cancel
the shares purchased from Mr. Conley following the issuance of Common Stock in accordance with the Share Exchange Agreement.
Dean L. Ledger the Chief Executive Officer
of GPEC, loaned GPEC $150,000 in 2010 and an additional $250,000 during 2011. The outstanding loans of $400,000 were
repaid during the first six months of 2013. During the first six months of 2013 Mr. Ledger loaned GPEC an additional $240,000,
which amount was repaid in July 2013.
During 2012 and 2011, GPEC borrowed $2,130,000
and $1,750,000, respectively from Ronald B. Foster, a majority shareholder of the Company. These loans are unsecured, bear interest
at 5% per annum and originally matured December 22, 2012. In connection with the loans, on January 31, 2012, the note holder was
guaranteed 4,000,000 Class A common shares of GPEC. On May 23, 2012, the Company entered into an amended debt agreement with the
shareholder whereby all accrued interest was paid in cash and the interest rate of 5% was replaced with a fixed amount of interest
of $10,000 for all existing debt and any future debt. In 2012, the Company made cash payments on these notes totaling $630,000
and the remaining $4,000,000 was converted to 4,000 shares of Series A Convertible Preferred Stock of GPEC. On September 24, 2013,
such holder of 4,000 shares of Series A Convertible Preferred Stock of GPEC received a total of 4,400,000 shares of Common Stock
and warrant to purchase 4,400,000 shares of Common Stock pursuant to the Share Exchange Agreement.
During the fiscal year ended December 31,
2012 GPEC issued an aggregate of 14,942,500 shares of its common stock to directors, officers and key consultants of GPEC as compensation.
Except the above transactions, neither GPEC
nor the Company was a party to any transaction (where the amount involved exceeded the lesser of $120,000 or 1% of the average
of our assets for the last two fiscal years) in which a director, executive officer, holder of more than five percent of our Common
Stock, or any member of the immediate family of any such person have or will have a direct or indirect material interest and no
such transactions are currently proposed.
The Company’s Board conducts an appropriate
review of and oversees all related party transactions on a continuing basis and reviews potential conflict of interest situations
where appropriate. The Board has not adopted formal standards to apply when it reviews, approves or ratifies any related
party transaction. However, the Board believes that the related party transactions are fair and reasonable to the Company
and on terms comparable to those reasonably expected to be agreed to with independent third parties for the same goods and/or
services at the time they are authorized by the Board.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table provides the names and
addresses of each person known to us to own more than 5% of our outstanding shares of Common Stock as of the date of this Prospectus,
and by the officers and directors, individually and as a group as of the date of this Prospectus. Except as otherwise indicated,
all shares are owned directly and the shareholders listed possesses sole voting and investment power with respect to the shares
shown.
Name and Address* of Officers and Directors | |
Office | |
Shares Beneficially Owned(1)
| | |
Percent of Class(2) | |
| |
| |
| | |
| |
Dean L. Ledger | |
CEO, Director | |
| 1,051,023 | (3) | |
| 2.37 | % |
9290 East Thompson Peak Pkwy | |
| |
| | | |
| | |
Unit 134 | |
| |
| | | |
| | |
Scottsdale, AZ 85255 | |
| |
| | | |
| | |
| |
| |
| | | |
| | |
John D. Kuhns | |
Executive Chairman | |
| 1,035,023 | (4) | |
| 2.34 | % |
558 Lime Road | |
| |
| | | |
| | |
Lakeville, CT 06039 | |
| |
| | | |
| | |
| |
| |
| | | |
| | |
Robert J. Fasnacht | |
Director, President, and COO | |
| 1,017,023 | | |
| 2.30 | % |
7629 East Hartford Drive | |
| |
| | | |
| | |
Scottsdale, AZ 85255 | |
| |
| | | |
| | |
| |
| |
| | | |
| | |
Joey S. Stone | |
Senior Vice President of Corporate Department | |
| 486,911 | | |
| 1.10 | % |
432 Plantation Crest Court | |
| |
| | | |
| | |
Baton Rouge, LA 70810 | |
| |
| | | |
| | |
| |
| |
| | | |
| | |
Amy B. Kornafel | |
CFO, Secretary | |
| 506,911 | (5) | |
| 1.14 | % |
204 Chippewa Trail | |
| |
| | | |
| | |
Medford Lakes, NJ 08055 | |
| |
| | | |
| | |
| |
| |
| | | |
| | |
All officers and directors as a | |
| |
| 4,096,891 | (6) | |
| 9.25 | % |
group (5 persons) | |
| |
| | | |
| | |
| |
| |
| | | |
| | |
5% Securities Holders | |
| |
| | | |
| | |
Ronald B. Foster | |
| |
| 24,941,000 | (7) | |
| 56.32 | % |
GPEC Holdings, Inc. | |
| |
| 15,500,616 | (8) | |
| 35.00 | % |
(1) |
Beneficial ownership is determined in accordance with the rules of the Securities
and Exchange Commission and generally includes voting or investment power with respect to securities. Pursuant to Rules 13d-3
and 13d-5 of the Exchange Act, beneficial ownership includes any shares as to which a shareholder has sole or shared voting
power or investment power, and also any shares which the shareholder has the right to acquire within 60 days, including upon
exercise of common shares purchase options or warrants. |
(2) |
Based on 44,282,278 shares of the Company’s Common Stock outstanding as of the date
of this Prospectus. |
(3) |
Includes an aggregate of 34,000 shares which may be acquired upon exercise of immediately
exercisable options. |
(4) |
Includes an aggregate of 18,000 shares which may be acquired upon exercise of immediately
exercisable options. |
(5) |
Includes an aggregate of 20,000 shares which may be acquired upon exercise of immediately
exercisable options. |
(6) |
Includes an aggregate of 72,000 shares which may be acquired upon exercise of immediately
exercisable options. |
(7) |
Includes 12,470,500 shares of the Company’s Common Stock that may be issued upon exercise
of immediately exercisable warrants. |
(8) |
Holdings currently holds approximately 35.63% of our outstanding shares of Common Stock on
behalf of the shareholders of Holdings, which will be distributed to the Holdings shareholders on a pro rata basis. Holdings
shareholders are entitled to the voting rights of such shares on a pro rata basis and Holdings should vote at the direction
of Holdings shareholders or solicit proxy from the Holdings shareholders to vote on matters of NanoFlex. Holdings shareholders
are also entitled to the pecuniary interest of such shares on a pro rata basis, and Holdings should distribute to the Holdings
shareholders any pecuniary interest that may accrue and derive from such shares. |
* Except as otherwise indicated, the persons
named in this table have sole voting and investment power with respect to all shares of Common Stock shown as beneficially owned
by them, subject to community property laws where applicable and to the information contained in the footnotes to this table.
Unless otherwise indicated, the address of the beneficial owner is 17207 N. Perimeter Dr., Suite 210, Scottsdale, AZ 85255.
Changes in Control
Except as described herein, there are currently
no arrangements which may result in a change in control of the Company.
Information Regarding Holdings and Its
Affiliates
The following table provides information about
the actual and potential ownership of shares of our Common Stock by Holdings and the number of such shares included for distribution
in this Prospectus.
The following information is not determinative
of any shareholder’s beneficial ownership of our Common Stock pursuant to Rule 13d-3 or any other provision under the Securities
Exchange Act of 1934, as amended.
The
Company is an “underwriter” with respect to the Distribution of Shares offered hereby and
any profits realized or commissions received may be deemed underwriting compensation. Holdings and its affiliates named below
and intermediaries through whom the securities are sold are “underwriters” within the meaning of the Securities Act,
with respect to the Distribution Shares offered hereby, and any profits realized or commissions received may be deemed underwriting
compensation. To the best of our knowledge, none of Holdings or its affiliates are broker-dealers or affiliates of
broker-dealers.
Name of Selling Shareholder | |
Shares Owned by Selling
Shareholder Prior to Offering | | |
Percentage of Stock Owned
By Selling Shareholder Prior to Offering(1) | | |
Number of Shares of Common
Stock Offered Hereby (2) | | |
Number of Shares of Common
Stock Owned After Offering | | |
Percentage of Common
Stock Beneficially Owned After the Offering | |
GPEC Holdings, Inc. | |
| 15,500,616 | | |
| 35.63 | % | |
| 15,500,616 | | |
| 0 | | |
| 0.00 | %(3) |
TOTAL | |
| 15,500,616 | (4) | |
| 35.63 | % | |
| 15,500,616 | | |
| 0 | | |
| 0 | % |
(1) |
Based on 44,282,278 shares of the Company issued and outstanding as of the
date of this Prospectus. |
(2) |
The percentages set forth are not determinative of the Selling Shareholder's beneficial ownership
of our Common Stock pursuant to Rule 13d-3 or any other provision under the Securities Exchange Act of 1934, as amended. |
(3) |
In connection with the Liquidating Distribution, Holdings will issue to its shareholders all
of the NanoFlex shares owned by Holdings. |
The following are affiliates of Holdings
therefore are “underwriters” within the meaning of the Securities Act with respect to the Distribution Shares offered
hereby:
Name of Affiliates | |
Shares Owned by Affiliate
Prior to Liquidating Distribution | | |
Percentage of Stock Owned
By Affiliates Prior to Liquidating Distribution(1) | | |
Number of Shares of Common
Stock to Receive in Liquidating Distribution (2) | | |
Number of Shares of Common
Stock Owned After Liquidating Distribution | |
| | |
Percentage of Common Stock
Beneficially Owned After Liquidating Distribution | |
Dean L. Ledger | |
| 1,051,023 | (3) | |
| 2.49 | % | |
| 1,044,645 | (4) | |
| 2,095,668 | (3)(4) | |
| 4.84 | % |
John D. Kuhns | |
| 1,035,023 | (5) | |
| 2.45 | % | |
| 840,000 | | |
| 1,875,023 | (5) | |
| 4.33 | % |
Robert J. Fasnacht | |
| 1,017,023 | | |
| 2.41 | % | |
| 780,000 | (6) | |
| 1,797,023 | (6) | |
| 4.145 | % |
Joey S. Stone | |
| 486,911 | | |
| 1.15 | % | |
| 560,000 | (7) | |
| 1,046,911 | (7) | |
| 2.42 | % |
Amy B. Kornafel | |
| 506,911 | (8) | |
| 1.20 | % | |
| 510,000 | | |
| 1,016,911 | (8) | |
| 2.35 | % |
Ronald B. Foster | |
| 24,941,000 | (9) | |
| 45.59 | % | |
| 2,075,720 | (9) | |
| 27,016,720 | (9) | |
| 62.35 | % |
Total | |
| | | |
| | | |
| 5,810,365 | | |
| 34,848,256 | |
| | | |
| 80.43 | % |
(1) |
Based on 43,327,278 shares of the Company issued and outstanding as of the date
of the Prospectus. |
(2) |
The percentages set forth are not determinative of the Selling Shareholder's beneficial
ownership of our Common Stock pursuant to Rule 13d-3 or any other provision under the Securities Exchange Act of 1934, as
amended. |
(3) |
Includes an aggregate of 34,000 shares which may be acquired upon exercise of
immediately exercisable options. |
(4) |
Includes: (i) 200,000 shares to be issued to Dean Ledger Revocable Living Trust,
and (ii) 300,000 shares to be issued to Dean Ledger Revocable Living Trust dated 12/13/2006 Dean Ledger, Trustee. |
(5) |
Includes an aggregate of 18,000 shares which may be acquired upon exercise of
immediately exercisable options. |
(6) |
Includes 625,000 shares to be issued in the name of Robert J. Fasnacht and Susan
A. Fasnacht. |
(7) |
Includes: (i) 100,000 shares to be issued in the name of Joey S. Stone and Carter
Rose Stone and (ii) 10,560 shares to be issued to Carter R. Stone, Mr. Joey S. Stone’s wife. |
(8) |
Includes an aggregate of 20,000 shares which may be acquired upon exercise of
immediately exercisable options. |
(9) |
Includes 12,470,500 shares of the Company’s Common Stock that may be issued
upon exercise of immediately exercisable warrants. |
LEGAL
PROCEEDINGS
There are no material proceedings to which
any director or officer, or any associate of any such director or officer, is a party that is adverse to our Company or any of
our subsidiaries or has a material interest adverse to our Company or any of our subsidiaries. No director or executive officer
has been a director or executive officer of any business which has filed a bankruptcy petition or had a bankruptcy petition filed
against it during the past ten years. No director or executive officer has been convicted of a criminal offense or is the subject
of a pending criminal proceeding during the past ten years. No director or executive officer has been the subject of any order,
judgment or decree of any court permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement
in any type of business, securities or banking activities during the past ten years. No director or officer has been found by
a court to have violated a federal or state securities or commodities law during the past ten years.
In addition, there are no material proceedings
to which any affiliate of our Company, or any owner of record or beneficially of more than five percent of any class of voting
securities of our Company, is a party that is adverse to our Company or any of our subsidiaries or has a material interest adverse
to our Company or any of our subsidiaries. Currently there are no legal proceedings pending or threatened against us. We are not
currently involved in any litigation that we believe could have a materially adverse effect on our financial condition or results
of operations.
There is no action, suit, proceeding, inquiry
or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to
the knowledge of the executive officers of our Company or any of our subsidiaries, threatened against or affecting our Company,
our Common Stock, any of our subsidiaries or of our Company’s or our Company’s subsidiaries’ officers or directors
in their capacities as such, in which an adverse decision could have a material adverse effect.
However, 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.
INDEMNIFICATION OF OFFICERS
AND DIRECTORS
Our by-laws provide for the indemnification
of our directors, officers, employees, and agents, under certain circumstances, against attorney's fees and other expenses incurred
by them in any litigation to which they become a party arising from their association with or activities on our behalf. We will
also bear the expenses of such litigation for any of our directors, officers, employees, or agents, upon such persons promise
to repay us therefore if it is ultimately determined that any such person shall not have been entitled to indemnification. This
indemnification policy could result in substantial expenditures by us, which it may be unable to recoup.
Insofar as indemnification for liabilities
arising under the Securities Act may be permitted to directors, officers and controlling persons pursuant to the foregoing provisions,
or otherwise, we have been advised that in the opinion of the SEC, such indemnification is against public policy as expressed
in the Securities Act and is, therefore unenforceable.
At the present time, there is no pending litigation
or proceeding involving a director, officer, employee or other agent of ours in which indemnification would be required or permitted.
We are not aware of any threatened litigation or proceeding which may result in a claim for such indemnification.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON
ACCOUNTING AND FINANCIAL
DISCLOSURE
Previous Independent Accountants
On October 22, 2013, in connection with the
Company’s acquisition of the assets and operations of GPEC and the related change in control of the Company, Board of Directors
of the Company approved to terminate Messineo & Co., CPAs LLC (“Messineo”) as the Company’s independent
registered public accounting firm.
The Company’s consolidated financial
statements of the fiscal year ended January 31, 2013 were audited by Messineo’s reports on our financial statements,
which did not contain an adverse opinion, a disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope
or accounting principles. Messineo’s reports on our financial statements for the fiscal year ended January 31, 2013, however,
stated that there is substantial doubt about the Company’s ability to continue as a going concern.
During the fiscal year ended January 31, 2013
and through October 22, 2013, (a) there were no disagreements with Messineo on any matter of accounting principles or practices,
financial statement disclosure, auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Messineo,
would have caused it to make reference to the subject matter of the disagreement in connection with its report on the financial
statements for such years and (b) there were no “reportable events” as described in Item 304(a)(1)(v) of Regulation S-K.
New Independent Registered Public Accounting
Firm
On October 22, 2013, the Board of Directors
of the Company ratified and approved the appointment of Malone Bailey, LLP (“Malone Bailey”) as the Company’s
independent registered public accounting firm for the fiscal year ending December 31, 2013. Malone Bailey is located at 9801 Westheimer
Road, Suite 1100, Houston, TX 77042.
During the Company's previous fiscal
years ended September 30, 2012 and 2011 and through May 7, 2013, neither the Company nor anyone on the Company's behalf consulted
with Malone Bailey regarding either (i) the application of accounting principles to a specified transaction, either completed
or proposed, or the type of audit opinion that might be rendered on the Company's financial statements or (ii) any matter that
was either the subject of a disagreement or a reportable event as defined in Item 304(a)(1)(v) of Regulation S-K. Prior
to the Share Exchange Transaction, GPEC had been audited by Malone Bailey.
LEGAL MATTERS
The validity of the shares offered hereby
will be passed upon for us by Ofsink, LLC at 230 Park Avenue, Suite 851, New York, NY 10169.
EXPERTS
Our financial statements as of and for the
years ended December 31, 2013 and 2012, included in this Prospectus and elsewhere in the registration statement, were
audited by Malone Bailey, LLP., an independent registered public accounting firm, as set forth in their reports (which contain
an explanatory paragraph related to our ability to continue as a going concern to our financial statements) appearing herein,
and are included in reliance upon such reports given on the authority of such firm as experts in auditing and accounting.
WHERE YOU CAN FIND MORE
INFORMATION
We have filed with the SEC a Registration
Statement on Form S-1 under the Securities Act with respect to the shares of Common Stock offered by this Prospectus. This Prospectus
does not contain all of the information included in the Registration Statement. For further information pertaining to us and our
Common Stock, you should refer to the Registration Statement and to its exhibits.
The Company is subject to the information
and reporting requirements of the Exchange Act. Reports filed with the SEC pursuant to the Exchange Act, including
proxy statements, annual and quarterly reports, and other reports filed by the Company can be inspected and copied at the public
reference facilities maintained by the SEC at the Headquarters Office, 100 F. Street N.E., Room 1580, Washington, D.C. 20549. The
reader may obtain information on the operation of the public reference room by calling the SEC at 1-800-SEC-0330. The
reader can request copies of these documents upon payment of a duplicating fee by writing to the SEC. Our filings are
also available on the SEC’s internet site at http://www.sec.gov.
You should read this Prospectus and any Prospectus
supplement together with the Registration Statement and the exhibits filed with or incorporated by reference into the Registration
Statement. The information contained in this Prospectus speaks only as of its date unless the information specifically indicates
that another date applies.
We have not authorized any person to give
any information or to make any representations that differ from, or add to, the information discussed in this Prospectus. Therefore,
if anyone gives you different or additional information, you should not rely on it.
No finder, dealer, sales person or other person
has been authorized to give any information or to make any representation in connection with this offering other than those contained
in this Prospectus and, if given or made, such information or representation must not be relied upon as having been authorized
by our Company. This Prospectus does not constitute an offer to sell or a solicitation of an offer to buy any of the securities
offered hereby by anyone in any jurisdiction in which such offer or solicitation is not authorized or in which the person making
such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such offer or solicitation.
[THE FINANCIAL STATEMENTS INCLUDED IN THE
REGISTRATION STATEMENT BEGINNING ON PAGE F-1 WILL BE INSERTED HERE IN THE FINAL PROSPECTUS]
[Back page of Prospectus]
TABLE OF CONTENTS
Until [A DATE WHICH
IS 90 DAYS FROM THE EFFECTIVE DATE OF THIS PROSPECTUS], all dealers that effect transactions in these securities, whether or not
participating in this offering, may be required to deliver a Prospectus. This is in addition to the dealers’
obligation to deliver a Prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.
We have not authorized any dealer, salesperson
or other person to give you written information other than this Prospectus or to make representations as to matters not stated
in this Prospectus. You must not rely on unauthorized information. This Prospectus is not an offer to sell these securities or
a solicitation of your offer to buy the securities in any jurisdiction where that would not be permitted or legal. Neither the
delivery of this Prospectus nor any sales made hereunder after the date of this Prospectus shall create an implication that the
information contained herein nor the affairs of the issuer have not changed since the date hereof.
THE DATE OF THIS PROSPECTUS IS DECEMBER
10, 2014
NanoFlex Power Corporation
15,500,616 shares of Common Stock
[THE FINANCIAL STATEMENTS
FOLLOW.
THE FINANCIAL STATEMENTS BELOW WILL BE INCLUDED
AT THE END OF BOTH THE DISTRIBUTION PROSPECTUS AND RESALE PROSPECTUS, BUT HAVE ONLY BEEN INCLUDED ONE TIME IN THE REGISTRATION
STATEMENT AS TO NOT BE UNNECESSARILY DUPLICATIVE.]
INDEX TO FINANCIAL STATEMENTS
Audited Financial Statements
Unaudited Interim Financial Statements
REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors of
NanoFlex Power Corporation
(formerly known as Universal Technology Systems Corp.)
(a development stage company)
Bala Cynwyd, Pennsylvania
We have audited the accompanying consolidated
balance sheets of NanoFlex Power Corporation and its subsidiaries (formerly known as Universal Technology Systems Corp.) (a development
stage company) (collectively the “Company”) as of December 31, 2013 and 2012, and the related consolidated
statements of expenses, stockholders’ equity (deficit) and cash flows for each of the years then ended. These
financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on
these financial statements based on our audits.
We conducted our audits in accordance with
the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform
an audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company
is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits
included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate
in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control
over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable
basis for our opinion.
In our opinion, the financial statements referred
to above present fairly, in all material respects, the financial position of the Company as of December 31, 2013 and 2012, and
the results of its operations and its cash flows for each of the years the ended in conformity with accounting principles generally
accepted in the United States of America.
The accompanying financial statements have
been prepared assuming that the Company will continue as a going concern. The Company has incurred losses from operation since
inception. This factor raises substantial doubt about the Company’s ability to continue as a going concern. Management’s
plans in regard to this mater are described in Note 2. The financial statements do not include any adjustments that might result
from the outcome of this uncertainty.
/s/ MaloneBailey, LLP
www.malonebailey.com
Houston, Texas
March 28, 2014
NANOFLEX POWER CORPORATION |
(Formerly known as Universal Technology Systems Corp.) |
(a development stage company) |
CONSOLIDATED BALANCE SHEETS |
| |
December 31, | | |
December 31, | |
| |
2013 | | |
2012 | |
ASSETS | |
| | |
| |
CURRENT ASSETS: | |
| | |
| |
Cash | |
$ | 197,004 | | |
$ | 344,656 | |
Prepaid expenses and other assets | |
| 13,645 | | |
| 26,429 | |
Total current assets | |
| 210,649 | | |
| 371,085 | |
| |
| | | |
| | |
Property and equipment, net | |
| 7,433 | | |
| 4,644 | |
| |
| | | |
| | |
TOTAL ASSETS | |
$ | 218,082 | | |
$ | 375,729 | |
| |
| | | |
| | |
LIABILITIES AND STOCKHOLDERS' DEFICIT | |
| | | |
| | |
CURRENT LIABILITIES: | |
| | | |
| | |
Accounts payable | |
$ | 689,119 | | |
$ | 1,003,352 | |
Accrued expenses | |
| 676,752 | | |
| 413,828 | |
Accrued payroll | |
| - | | |
| 854,130 | |
Accrued interest | |
| - | | |
| 530,502 | |
Short-term debt- related party | |
| 100,000 | | |
| - | |
Short-term debt, net of unamortized discounts of $-0- and $45,421, respectively | |
| - | | |
| 4,342,079 | |
Short-term debt, related parties, net unamortized
discount of $-0-, respectively | |
| - | | |
| 500,000 | |
Total current liabilities | |
| 1,465,871 | | |
| 7,643,891 | |
| |
| | | |
| | |
TOTAL LIABILITIES | |
| 1,465,871 | | |
| 7,643,891 | |
| |
| | | |
| | |
STOCKHOLDERS' DEFICIT: | |
| | | |
| | |
Common Stock, 250,000,000 authorized, $0.0001 par value, 42,799,278 and 16,091,909 issued
and outstanding, respectively | |
| 4,280 | | |
| 1,609 | |
Additional paid in capital | |
| 171,010,959 | | |
| 125,754,517 | |
Deficit accumulated during development stage | |
| (172,263,028 | ) | |
| (133,024,288 | ) |
| |
| | | |
| | |
Total stockholders' deficit | |
| (1,247,789 | ) | |
| (7,268,162 | ) |
| |
| | | |
| | |
TOTAL LIABILITIES AND STOCKHOLDER’S DEFICIT | |
$ | 218,082 | | |
$ | 375,729 | |
See accompanying notes consolidated financial
statements
NANOFLEX POWER CORPORATION |
(Formerly known as Universal Technology Systems Corp.) |
(a development stage company) |
CONSOLDIATED STATEMENTS OF OPERATIONS |
| |
| | |
| | |
February 7, 1994 | |
| |
| | |
| | |
(Inception) through | |
| |
December 31, | | |
December 31, | | |
December 31, 2013 | |
| |
2013 | | |
2012 | | |
(Unaudited) | |
OPERATING EXPENSES: | |
| | |
| | |
| |
Research and development | |
$ | 1,390,438 | | |
$ | 988,127 | | |
| 11,457,638 | |
Research and development - stock-based compensation | |
| - | | |
| - | | |
| 3,623,294 | |
Patent application and prosecution fees | |
| 2,069,530 | | |
| 1,345,743 | | |
| 12,728,425 | |
Salaries and related expenses | |
| 1,900,690 | | |
| 951,411 | | |
| 16,681,654 | |
Stock-based compensation | |
| 26,064,190 | | |
| 9,950,226 | | |
| 56,945,272 | |
Selling, general and administrative expenses | |
| 1,407,546 | | |
| 622,451 | | |
| 7,541,906 | |
Depreciation and amortization | |
| 3,393 | | |
| 1,412 | | |
| 9,279 | |
Total operating expenses | |
| 32,835,787 | | |
| 13,869,370 | | |
| 108,987,468 | |
| |
| | | |
| | | |
| | |
LOSS FROM OPERATIONS | |
| 32,835,787 | | |
| 13,869,370 | | |
| 108,987,468 | |
| |
| | | |
| | | |
| | |
OTHER INCOME (EXPENSES): | |
| | | |
| | | |
| | |
Gain on settlement of lawsuit | |
| - | | |
| - | | |
| 268,187 | |
Interest expense | |
| (4,591,153 | ) | |
| (4,582,324 | ) | |
| (19,229,445 | ) |
Interest income | |
| - | | |
| - | | |
| 349,162 | |
Loss on extinguishment of debt | |
| (1,811,800 | ) | |
| (2,410,506 | ) | |
| (44,836,858 | ) |
Total other expense | |
| (6,402,953 | ) | |
| (6,992,830 | ) | |
| (63,448,954 | ) |
| |
| | | |
| | | |
| | |
LOSS BEFORE INCOME TAX BENEFIT | |
| (39,238,740 | ) | |
| (20,862,200 | ) | |
| (172,436,422 | ) |
| |
| | | |
| | | |
| | |
INCOME TAX BENEFIT | |
| - | | |
| - | | |
| 173,394 | |
| |
| | | |
| | | |
| | |
NET LOSS | |
$ | (39,238,740 | ) | |
$ | (20,862,200 | ) | |
$ | (172,263,028 | ) |
| |
| | | |
| | | |
| | |
NET LOSS per share (basic and diluted) | |
$ | (0.59 | ) | |
$ | (0.52 | ) | |
| n/a | |
| |
| | | |
| | | |
| | |
WEIGHTED AVERAGE COMMON SHARES, OUTSTANDING, BASIC
and DILUTED | |
| 66,855,209 | | |
| 40,395,528 | | |
| n/a | |
See accompanying notes to consolidated financial
statements
NANOFLEX POWER CORPORATION |
(Formerly known as Universal Technology Systems Corp.) |
(a development stage company) |
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIT |
February 7, 1994 (inception) through
December 31, 2013 with February 7,1994 (inception) through
December 31, 2009 as unaudited |
| |
| | |
Additional | | |
| | |
Total | |
| |
Common Stock | | |
Paid-in | | |
Accumulated | | |
Shareholder | |
| |
Shares | | |
Amount | | |
Capital | | |
Deficit | | |
(Deficit) | |
Issuance of stock at inception- February 7, 1994 | |
| 1,200,000 | | |
$ | 120 | | |
$ | 5,880 | | |
$ | - | | |
$ | 6,000 | |
Sale of stock, net of offering expenses | |
| 1,690,217 | | |
| 169 | | |
| 16,569,741 | | |
| - | | |
| 16,569,910 | |
Issuance of common shares and warrants for services | |
| 20,000 | | |
| 2 | | |
| 15,404,020 | | |
| - | | |
| 15,404,022 | |
Issuance of common shares for license agreements | |
| 140,000 | | |
| 14 | | |
| 1,399,986 | | |
| - | | |
| 1,400,000 | |
Warrants issued for loan modification | |
| - | | |
| - | | |
| 2,204,783 | | |
| - | | |
| 2,204,783 | |
Common shares and warrants issued for debt | |
| 200,000 | | |
| 20 | | |
| 3,854,433 | | |
| - | | |
| 3,854,453 | |
Exercise of common share warrants | |
| 598,125 | | |
| 60 | | |
| 1,170,090 | | |
| - | | |
| 1,170,150 | |
Net Loss | |
| - | | |
| - | | |
| - | | |
| (44,246,660 | ) | |
| (44,246,660 | ) |
Balances, December 31, 2008 (unaudited) | |
| 3,848,342 | | |
| 385 | | |
| 40,608,933 | | |
| (44,246,660 | ) | |
| (3,637,342 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Common shares and warrants issued for debt | |
| 4,000 | | |
| - | | |
| 60,000 | | |
| - | | |
| 60,000 | |
Exercise of warrants | |
| 10,000 | | |
| 1 | | |
| 24,999 | | |
| - | | |
| 25,000 | |
Common shares and warrants issued as compensation | |
| 200 | | |
| - | | |
| 1,353,740 | | |
| - | | |
| 1,353,740 | |
Warrants issued with debt | |
| - | | |
| - | | |
| 2,912,792 | | |
| - | | |
| 2,912,792 | |
Warrants issued for loan modification | |
| - | | |
| - | | |
| 11,901,557 | | |
| - | | |
| 11,901,557 | |
Net Loss | |
| - | | |
| - | | |
| - | | |
| (19,625,916 | ) | |
| (19,625,916 | ) |
Balances, December 31, 2009 (unaudited) | |
| 3,862,542 | | |
| 386 | | |
| 56,862,021 | | |
| (63,872,576 | ) | |
| (7,010,169 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Common shares repurchased | |
| (4,000 | ) | |
| - | | |
| (60,000 | ) | |
| - | | |
| (60,000 | ) |
Sale of common shares and warrants | |
| 10,000 | | |
| 1 | | |
| 99,999 | | |
| - | | |
| 100,000 | |
Warrants issued for services | |
| - | | |
| - | | |
| 6,538,628 | | |
| - | | |
| 6,538,628 | |
Warrants issued with debt | |
| - | | |
| - | | |
| 3,167,513 | | |
| - | | |
| 3,167,513 | |
Warrants issued for loan modification | |
| - | | |
| - | | |
| 24,243,303 | | |
| - | | |
| 24,243,303 | |
Common shares and warrants issued for debt | |
| 455,250 | | |
| 46 | | |
| 4,685,517 | | |
| - | | |
| 4,685,563 | |
Beneficial conversion feature on converted debt | |
| - | | |
| - | | |
| 169,486 | | |
| - | | |
| 169,486 | |
Net Loss | |
| - | | |
| - | | |
| - | | |
| (38,494,396 | ) | |
| (38,494,396 | ) |
Balances, December 31, 2010 | |
| 4,323,792 | | |
| 432 | | |
| 95,706,468 | | |
| (102,366,972 | ) | |
| (6,660,072 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Common shares issued for cash | |
| 272,000 | | |
| 27 | | |
| 1,369,973 | | |
| - | | |
| 1,370,000 | |
Sales of common Shares and warrants in PPM | |
| 270,000 | | |
| 27 | | |
| 2,438,575 | | |
| - | | |
| 2,438,602 | |
Warrants issued for services | |
| - | | |
| - | | |
| 1,111,571 | | |
| - | | |
| 1,111,571 | |
Warrants issued for debt | |
| - | | |
| - | | |
| 337,693 | | |
| - | | |
| 337,693 | |
Warrants issued for loan modification | |
| - | | |
| - | | |
| 2,110,865 | | |
| - | | |
| 2,110,865 | |
Common shares issued for Kenyon settlement | |
| - | | |
| - | | |
| 114,249 | | |
| - | | |
| 114,249 | |
Common shares and warrants issued for debt | |
| 80,000 | | |
| 8 | | |
| 799,992 | | |
| - | | |
| 800,000 | |
Common shares for warrant exercises | |
| 30,000 | | |
| 3 | | |
| 1,497 | | |
| - | | |
| 1,500 | |
Common shares issued for warrant exchange with related parties | |
| 435,030 | | |
| 44 | | |
| (44 | ) | |
| - | | |
| - | |
Net Loss | |
| - | | |
| - | | |
| - | | |
| (9,795,116 | ) | |
| (9,795,116 | ) |
Balances, December 31, 2011 | |
| 5,410,822 | | |
$ | 541 | | |
$ | 103,990,839 | | |
$ | (112,162,088 | ) | |
$ | (8,170,708 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Balances, December 31, 2011 | |
| 5,410,822 | | |
$ | 541 | | |
$ | 103,990,839 | | |
$ | (112,162,088 | ) | |
$ | (8,170,708 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Sale of common shares and warrants in PPM | |
| 43,250 | | |
| 4 | | |
| 428,496 | | |
| - | | |
| 428,500 | |
Warrants issued for services | |
| 2,988,500 | | |
| 300 | | |
| 9,402,081 | | |
| - | | |
| 9,402,381 | |
Common shares issued warrant exercises | |
| 1,282,940 | | |
| 128 | | |
| 1,515,401 | | |
| - | | |
| 1,515,529 | |
Common shares issued for warrant exchange | |
| 463,397 | | |
| 46 | | |
| (46 | ) | |
| - | | |
| - | |
Common shares and warrants issued for debt conversions | |
| 31,500 | | |
| 3 | | |
| 289,972 | | |
| - | | |
| 289,975 | |
Common shares issued for loan extensions | |
| 363,500 | | |
| 36 | | |
| 2,235,525 | | |
| - | | |
| 2,235,561 | |
Common shares issued with party debt | |
| 198,000 | | |
| 20 | | |
| 515,746 | | |
| - | | |
| 515,766 | |
Common shares issued with related debt | |
| 800,000 | | |
| 80 | | |
| 2,206,198 | | |
| - | | |
| 2,206,278 | |
Common shares issued for debt conversion | |
| 4,400,000 | | |
| 440 | | |
| 3,999,560 | | |
| - | | |
| 4,000,000 | |
Common shares issued for cash | |
| 110,000 | | |
| 11 | | |
| 99,989 | | |
| - | | |
| 100,000 | |
Warrants issued for loan extensions | |
| - | | |
| - | | |
| 155,006 | | |
| - | | |
| 155,006 | |
Warrants issued with nonconvertible debt | |
| - | | |
| - | | |
| 310,732 | | |
| - | | |
| 310,732 | |
Warrants issued for services | |
| - | | |
| - | | |
| 465,533 | | |
| - | | |
| 465,533 | |
Warrants for issued for warrant exchange | |
| - | | |
| - | | |
| 57,173 | | |
| - | | |
| 57,173 | |
Options issued for services | |
| - | | |
| - | | |
| 82,312 | | |
| - | | |
| 82,312 | |
Net Loss | |
| - | | |
| - | | |
| - | | |
| (20,862,200 | ) | |
| (20,862,200 | ) |
Balance, December 31, 2012 | |
| 16,091,909 | | |
| 1,609 | | |
| 125,754,517 | | |
| (133,024,288 | ) | |
| (7,268,162 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Common shares issued for warrant exercise | |
| 60,070 | | |
| 6 | | |
| 176,813 | | |
| - | | |
| 176,819 | |
Common shares issued for services | |
| 2,858,811 | | |
| 286 | | |
| 25,971,654 | | |
| - | | |
| 25,971,940 | |
Common shares issued for loan extensions | |
| 286,000 | | |
| 29 | | |
| 1,758,871 | | |
| - | | |
| 1,758,900 | |
Common shares issued to debt holders for additional interest | |
| 173,552 | | |
| 17 | | |
| 1,067,328 | | |
| - | | |
| 1,067,345 | |
Common shares issued for default penalty interest | |
| 360,000 | | |
| 36 | | |
| 2,213,964 | | |
| - | | |
| 2,214,000 | |
Common shares issued to warrant holders for additional interest | |
| 119,300 | | |
| 12 | | |
| 733,683 | | |
| - | | |
| 733,695 | |
Common shares issued for consulting services | |
| 15,000 | | |
| - | | |
| 92,250 | | |
| - | | |
| 92,250 | |
Common shares issued for debt conversions | |
| 46,000 | | |
| 5 | | |
| 282,895 | | |
| - | | |
| 282,900 | |
Common shares issued for cash | |
| 1,155,000 | | |
| 116 | | |
| 1,049,884 | | |
| - | | |
| 1,050,000 | |
Common shares issued for forgiveness of debt | |
| 115,500 | | |
| 12 | | |
| 162,903 | | |
| - | | |
| 162,915 | |
Reverse merger adjustment | |
| 9,658,936 | | |
| 966 | | |
| 4,183 | | |
| - | | |
| 5,149 | |
Common shares issued for automatic conversion of debt due to merger | |
| 11,433,200 | | |
| 1,143 | | |
| 11,432,057 | | |
| - | | |
| 11,433,200 | |
Return of equity investment | |
| - | | |
| - | | |
| (222,500 | ) | |
| - | | |
| (222,500 | ) |
Sale of common stock and warrants in PPM | |
| 426,000 | | |
| 43 | | |
| 532,457 | | |
| - | | |
| 532,500 | |
Net loss | |
| - | | |
| - | | |
| - | | |
| (39,238,740 | ) | |
| (39,238,740 | ) |
Balance, December 31, 2013 | |
| 42,799,278 | | |
$ | 4,280 | | |
$ | 171,010,959 | | |
$ | (172,263,028 | ) | |
$ | (1,247,789 | ) |
See accompanying notes to consolidated financial
statements
NANOFLEX POWER CORPORATION |
(Formerly known as Universal Technology Systems Corp.) |
(a development stage company) |
CONSOLIDATED STATEMENTS OF CASH FLOWS |
| |
| | |
| | |
February 7, 1994 | |
| |
| | |
| | |
(Inception) through | |
| |
December 31, | | |
December 31, | | |
December 31, 2013 | |
| |
2013 | | |
2012 | | |
(Unaudited) | |
CASH FLOWS FROM OPERATING ACTIVITIES | |
| | |
| | |
| |
Net loss | |
$ | (39,238,740 | ) | |
$ | (20,862,200 | ) | |
$ | (172,263,028 | ) |
Adjustments to reconcile net loss to net cash used in operating activities | |
| | | |
| | | |
| | |
Common shares issued for license agreements | |
| - | | |
| - | | |
| 1,400,000 | |
Warrants issued for legal settlement | |
| - | | |
| - | | |
| (268,187 | ) |
Depreciation expense | |
| 3,393 | | |
| 1,412 | | |
| 28,157 | |
Amortization of debt discounts | |
| 45,421 | | |
| 3,653,530 | | |
| 12,175,705 | |
New warrants issued to substitute old warrants | |
| - | | |
| 57,173 | | |
| 57,173 | |
Stock-based compensation | |
| 26,064,190 | | |
| 9,950,226 | | |
| 60,422,377 | |
Interest expense from convertible debt converted to warrants | |
| - | | |
| | | |
| 133,063 | |
Interest expense from related party interest converted to common shares | |
| 57,915 | | |
| - | | |
| 57,915 | |
Interest expense from additional common shares issued | |
| 4,015,040 | | |
| 2,410,506 | | |
| 4,015,040 | |
Loss on extinguishment of debt | |
| 1,811,800 | | |
| - | | |
| 44,836,858 | |
Return of equity investment | |
| (222,500 | ) | |
| - | | |
| (222,500 | ) |
Changes in operating assets and liabilities: | |
| | | |
| | | |
| | |
Prepaid expenses and other current assets | |
| 12,784 | | |
| (12,732 | ) | |
| (13,645 | ) |
Accounts payable and accrued expenses | |
| (1,330,941 | ) | |
| (409,757 | ) | |
| 1,853,307 | |
Net cash used in operating activities | |
| (8,781,638 | ) | |
| (5,211,842 | ) | |
| (47,787,765 | ) |
| |
| | | |
| | | |
| | |
CASH FLOWS FROM INVESTING ACTIVITIES | |
| | | |
| | | |
| | |
Purchase of fixed assets | |
| (6,182 | ) | |
| (2,118 | ) | |
| (35,590 | ) |
Common shares issued in reverse merger, net | |
| 5,149 | | |
| - | | |
| 5,149 | |
Net cash provided by (used in) investing activities | |
| (1,033 | ) | |
| (2,118 | ) | |
| (30,441 | ) |
| |
| | | |
| | | |
| | |
CASH FLOWS FROM FINANCING ACTIVITIES | |
| | | |
| | | |
| | |
Proceeds from exercise of warrants | |
| 176,819 | | |
| 1,515,529 | | |
| 2,888,998 | |
Proceeds from sale of common shares and warrants | |
| 532,500 | | |
| 428,500 | | |
| 21,445,512 | |
Proceeds from sale of common shares- related party | |
| 1,050,000 | | |
| 100,000 | | |
| 1,150,000 | |
Borrowings on debt | |
| - | | |
| 2,300,000 | | |
| 17,037,500 | |
Borrowings on related party debt | |
| 240,000 | | |
| 2,130,000 | | |
| 4,445,000 | |
Borrowings on convertible debt- related party | |
| 6,800,000 | | |
| - | | |
| 7,592,500 | |
Borrowing on convertible debt | |
| 2,124,500 | | |
| - | | |
| 2,124,500 | |
Principal repayments on debt | |
| (1,725,000 | ) | |
| (300,000 | ) | |
| (7,475,000 | ) |
Principal repayments on related party debt | |
| (563,800 | ) | |
| (630,000 | ) | |
| (1,193,800 | ) |
Net cash provided by Financing activities | |
| 8,635,019 | | |
| 5,544,029 | | |
| 48,015,210 | |
| |
| | | |
| | | |
| | |
NET INCREASE (DECREASE) IN CASH | |
| (147,652 | ) | |
| 330,069 | | |
| 197,004 | |
CASH AT BEGINNING OF YEAR | |
| 344,656 | | |
| 14,587 | | |
| - | |
CASH AT END OF PERIOD | |
$ | 197,004 | | |
$ | 344,646 | | |
$ | 197,004 | |
| |
| | | |
| | | |
| | |
SUPPLEMENTAL CASH FLOW INFORMATION | |
| | | |
| | | |
| | |
Cash paid for interest | |
| 753,558 | | |
| 535,261 | | |
| 2,601,625 | |
Cash paid for tax | |
| - | | |
| - | | |
| - | |
| |
| | | |
| | | |
| | |
NON-CASH INVESTING AND FINANCING ACTIVITIES | |
| | | |
| | | |
| | |
Warrants and common shares issued with debt | |
| - | | |
| 771,377 | | |
| 7,244,532 | |
Common shares issued with related party debt | |
| - | | |
| 2,206,278 | | |
| 2,206,278 | |
Warrants and common shares issued for debt | |
| 230,000 | | |
| 250,000 | | |
| 9,766,953 | |
Common shares issued for forgiveness of related party debt | |
| 105,000 | | |
| 4,000,000 | | |
| 4,105,000 | |
Common shares repurchased with debt | |
| - | | |
| - | | |
| 60,000 | |
Warrants issued for legal settlement | |
| - | | |
| - | | |
| 114,249 | |
Common shares issued for conversion of convertible debt upon merger | |
| 11,433,200 | | |
| - | | |
| 11,433,200 | |
Beneficial conversion feature on converted debt | |
| - | | |
| - | | |
| 169,486 | |
See accompanying notes to consolidated financial
statements
NANOFLEX POWER CORPORATION |
(Formerly known as Universal Technology Systems Corp.) |
(a development stage company) |
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS |
1. BACKGROUND,
BASIS OF PRESENTATION:
Background
Global Photonic Energy Corporation was incorporated
in Pennsylvania on February 7, 1994. The Company is a development stage company organized to fund, develop and commercialize photonic
energy conversion technologies utilizing organic semiconductor-based solar cells. The Company intends to enter into licensing
arrangements and other strategic alliances for the development, manufacture and marketing of products utilizing this technology.
The technology is targeted at certain broad
applications including 1) mobile electronic device power, 2) electric vehicle (EV) charging or “power paint”, 3) semi-transparent
solar power generating windows or glazing and 4) traditional off-grid and grid-connected solar power generation. Laboratory feasibility
prototypes have been developed that successfully demonstrate key building block principles for these technology application areas.
Universal Technology Systems Corp. (“UTCH”)
(“we”, “our” or the “Company”) was incorporated in Florida on January 28, 2013.
On September 24, 2013, Universal Technology
Systems Corp. (“UTCH”) entered into a stock exchange agreement with Global Photonic Energy Corporation (“GPEC”)
and the shareholders of UTCH. Pursuant to the Share Exchange Agreement, UTCH issued 15,500,616 shares of its common stock, representing
no less than 80% of the total issued and outstanding common stock of UTCH, to the shareholders of GPEC in exchange for 100% of
the issued and outstanding capital stock of GPEC. As a result of this transaction, GPEC became UTCH wholly-owned subsidiary, and
UTCH acquired the business and operations of GPEC.
For accounting purposes, this transaction
was accounted for as a reverse merger and has been treated as a recapitalization of UTCH, where GPEC is considered the accounting
acquirer, and the financial statements of the accounting acquirer became the financial statements of the registrant. The Company
did not recognize goodwill or any intangible assets in connection with the transaction. Additionally all assets and liabilities
of the Company were transferred to GPEC. The historical consolidated financial statements include the operations of the accounting
acquirer for all periods presented.
At the Closing, there were GPEC common shares
of 77,503,198, warrants of 9,586,416, options of 525,000 and 5,255 series A Preferred convertible stock issued and
outstanding. As part of the Merger, GPEC shareholders of the Company as of September 24, 2013 received 1 common share of
UTCH, Inc. for each 5 common shares, warrants, options and 1,100 common shares for each series A Preferred convertible stock owned
of GPEC.
NANOFLEX POWER CORPORATION |
(Formerly known as Universal Technology Systems Corp.) |
(a development stage company) |
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS |
Pursuant to the terms and conditions of the
issued and outstanding 5,255 Series A Preferred of GPEC and the GPEC Bridge Notes of $11,433,200, UTCH issued to the holders of
Series A Preferred: (i) a total of 5,780,500 shares of UTCH Common Stock and (ii) warrants to purchase a total of 5,780,500
shares of UTCH Common Stock and also issued to holders of the GPEC Bridge Notes: (i) a total of 11,433,200 shares of UTCH Common
Stock and (ii) warrants to purchase a total of 11,433,200 shares of UTCH Common Stock, as a result of the automatic conversion
of such Series A Preferred and GPEC Bridge Notes.
In addition, as of the Closing Date, there
were issued and outstanding: (i) warrants to purchase an aggregate of 1,917,283 shares of GPEC Common Stock (“GPEC
Warrants”) and (ii) options to purchase an aggregate of 105,000 shares of GPEC Common Stock (“GPEC Options).
Sponsored Research Agreement -
Research and development of the Technology
is being conducted at the University of Southern California (“USC”) and, on a subcontractor basis, at the University
of Michigan, beginning 2006 and currently under a 5-year Sponsored Research Agreement dated May 1, 2009. During this
period, the Company has agreed to pay USC up to $6,338,341 for work to be performed. On December 20, 2013, the Company
entered into a Research Agreement with USC (“2013 Research Agreement”) to amend and replace the 2009 Research Agreement
to continue the sponsored research at USC and Michigan from February 1, 2014 through January 31, 2021. On the same day, they
have also entered into a Third Amendment to the License Agreement which renews and extends the License Agreement by and between
USC, Michigan, Princeton and GPEC (“Third Amendment to License Agreement”). GPEC assigned to the Company and the Company
assumed all the rights and obligations under both the 2013 Research Agreement and the Third Amendment to License Agreement. The
Company expensed $4,080,008 from May 1, 2009 through December 31, 2013.
License Agreement -
The Company possesses an exclusive worldwide
license and the right to sublicense any and all inventions and intellectual property resulting from the Company’s research
agreements. Royalties due under the agreement are 3% of revenues from sublicensing technology and 23% of revenues from
any patent rights lawsuit proceeds. Minimum royalties are as follows:
Year ended December 31, 2014 | |
$ | 25,000 | |
2015 | |
| 40,000 | |
2016 | |
| 50,000 | |
2017 | |
| 65,000 | |
2018 | |
| 75,000 | |
2019 and thereafter | |
| 100,000 | |
NANOFLEX POWER CORPORATION |
(Formerly known as Universal Technology Systems Corp.) |
(a development stage company) |
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS |
2. GOING
CONCERN
The Company has not generated revenues to
date. The Company has a working capital deficit of $1,255,222 and an accumulated deficit of $172,263,028 as of December
31, 2013. 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.
3. SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES
Cash and Cash Equivalents
For purposes of the statement of cash flows,
the Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents.
Principles of consolidation
The consolidated financial statements include
the accounts of the Company and its controlled subsidiaries. Equity investments in which we exercise significant influence, but
do not control and are not the primary beneficiary, are accounted for using the equity method of accounting. Investments in which
we do not exercise significant influence over the investee are accounted for using the cost method of accounting. Intercompany
transactions are eliminated.
Property and Equipment
Property and equipment are stated at cost. Depreciation
of property and equipment is provided using the straight-line method for financial reporting purposes at rates based on the estimated
useful lives of the assets. Estimated useful lives range from three to eight years.
Impairment of long-lived assets - The
Company reviews the carrying value of its long-lived assets annually or whenever events or changes in circumstances indicate that
the historical-cost carrying value of an asset may no longer be appropriate. The Company assesses recoverability of the asset
by comparing the undiscounted future net cash flows expected to result from the asset to its carrying value. If the carrying value
exceeds the undiscounted future net cash flows of the asset, an impairment loss is measured and recognized. An impairment loss
is measured as the difference between the net book value and the fair value of the long-lived asset. Fair value is estimated based
upon either discounted cash flow analysis or estimated salvage value
NANOFLEX POWER CORPORATION |
(Formerly known as Universal Technology Systems Corp.) |
(a development stage company) |
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS |
Stock-Based Compensation
We account for stock based compensation in
accordance with FASB ASC 718 which requires companies to measure the cost of employee services received in exchange for an award
of an equity instrument based on the grant-date fair value of the award. For stock-based awards granted on or after January 1,
2006, stock-based compensation expense is recognized on a straight-line basis over the requisite service period. In prior years,
we accounted for stock-based awards under APB No. 25, “Accounting for Stock Issued to Employees.” We account
for non-employee share-based awards in accordance with FASB ASC 505-50.
Use of Estimates
The preparation of these financial statements
in conformity with accounting principles generally accepted in the United States of America requires management to make estimates
and assumptions that may affect certain reported amounts and disclosures in the financial statements and accompanying notes. The
significant estimates relate useful lives of software licenses, valuation of beneficial conversion feature on convertible debts,
valuation of warrants and stock options, and valuation allowance for deferred income taxes. Actual results could differ from those
estimates.
Credit Risk
Cash is maintained in bank accounts which,
at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts and does not believe
it is exposed to any significant credit risk on cash.
Development Stage Company
The Company is a development stage company
as defined by ASC 915, Accounting and Reporting by Development Stage Entities. The Company is devoting substantially all of its
present efforts to establishing a new business. All losses accumulated since inception have been considered as part of the Company’s
development stage activities.
Research and Development
Research and development costs are expensed
in the period they are incurred in accordance with ASC 730, Research and Development unless they meet specific criteria related
to technical, market and financial feasibility, as determined by management, including but not limited to the establishment of
a clearly defined future market for the product, and the availability of adequate resources to complete the project. If all criteria
are met, the costs are deferred and amortized over the expected useful life, or written off if a product is abandoned. At December
31, 2013 and 2012, the Company had no deferred development costs.
NANOFLEX POWER CORPORATION |
(Formerly known as Universal Technology Systems Corp.) |
(a development stage company) |
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS |
Fair Value of Financial Instruments
The carrying value of short-term financial
instruments, including cash, accounts receivable, accounts payable and accrued expenses, and short-term borrowings approximate
fair value due to the relatively short period to maturity for these instruments. The long-term borrowings approximate fair value
since the related rates of interest approximates current market rates.
Income Taxes
Deferred tax assets and liabilities are recognized
for the estimated future tax consequences attributable to temporary differences between the financial statement carrying amounts
of existing assets and liabilities and their respective tax bases. These assets and liabilities are measured using enacted tax
rates expected to apply to taxable income in the years in which the temporary differences are expected to reverse.
We have net operating loss carry-forwards
available to reduce future taxable income. Future tax benefits for these net operating loss carry-forwards are recognized to the
extent that realization of these benefits is considered more likely than not. To the extent that we will not realize a future
tax benefit, a valuation allowance is established.
New Accounting Pronouncements
No recent accounting pronouncements are expected
to have a material impact on the Company’s financial statements.
4. RELATED
PARTY CONVERTIBLE NOTES PAYABLE
During 2013, the Company borrowed $6,800,000
from a majority shareholder. These loans were convertible short term note agreements. The notes were unsecured, bore interest
at 5% per annum and had a maturity date of December 31, 2013. The notes converted upon the completion of the reverse merger and
converted into units of UTCH. Each unit consisted of (i) one share of the Common Stock and (ii) one warrant to purchase one
share of the Common Stock. The conversion price was $1 per unit. The warrant may be exercised at a purchase price of $2.50 per
share. The holder has a period to exercise of 5 years from the date of issuance. The Company analyzed the conversion options in
the Convertible Promissory notes for derivative accounting consideration under ASC 815, Derivative and Hedging, and determines
that the transactions do not qualify for derivative treatment. Further, the Company determined that there is no discount to be
recognized under accounting for beneficial conversion feature as these notes were automatically converted into the Public Company
stock upon completion of a merger which closed on September 24, 2013. On September 24, 2013, the Company issued 6,800,000 common
shares and 6,800,000 warrants for the conversion of these notes.
The Company converted outstanding accrued
interest of $105,000 due to a majority shareholder, into 115,500 common shares. The relative fair value of these shares was determined
to be $57,915 and it was recorded as a debt discount. The full discount was amortized to interest expense during 2013.
NANOFLEX POWER CORPORATION |
(Formerly known as Universal Technology Systems Corp.) |
(a development stage company) |
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS |
In addition, the Company borrowed $240,000
in the form of short term related party notes and repaid $563,800 and converted $76,200 into common shares upon complete of the
reverse merger (see note 1) during 2013. As of December 31, 2013, the balance due is $100,000.
On September 24, 2013, the Company issued
76,200 common shares and 76,200 warrants for the conversion of these notes.
During 2012, the Company borrowed $2,130,000
from a majority shareholder. These loans were unsecured, bore interest at 5% per annum and originally matured December
22, 2012. In connection with the loans, on January 31, 2012, the note holder was guaranteed 4,000,000 common shares. The relative
fair value of these shares was determined to be $2,206,278 and it was recorded as a debt discount. The full discount was amortized
to interest expense during 2012. On May 23, 2012, the Company entered into an amended debt agreement with the shareholder whereby
all accrued interest was paid in cash and the interest rate of 5% was replaced with a fixed amount of interest of $10,000 for
all existing debt and any future debt. The Company evaluated the amendment under FASB ASC 470-50 and determined that the modification
was not substantial. In 2012, the Company made cash payments on these notes totaling $630,000 and the remaining $4,000,000 was
converted to common shares (see Note 8). As of December 31, 2012, the Company has a balance of $500,000 net discount due to related
parties.
Additionally in 2012, the Company recorded
amortization of debt discount on related party debt totaling $2,239,020
5. CONVERTIBLE
NOTES PAYABLE
During 2013, the Company modified $2,432,500
of its outstanding short term debt whereby the notes become convertible. Additionally, from July 1, 2013 through September
24, 2013, the Company borrowed $2,124,500 from private investors. The notes were unsecured, bear interest at 5% per
annum and had a maturity date of December 31, 2013. The notes converted upon the completion of the reverse merger and converted
into units of UTCH. Each unit consists of (i) one share of the Common Stock and (ii) one warrant to purchase one share of
the Common Stock. The conversion price is $1 per unit. The warrant may be exercised at a purchase price of $2.50 per share. The
holder has a period to exercise of 5 years from the date of issuance. The Company analyzed the conversion options in the Convertible
Promissory notes for derivative accounting consideration under ASC 815, Derivative and Hedging, and determines that the transactions
do not qualify for derivative treatment. Further, the Company determined that there is no discount to be recognized under accounting
for beneficial conversion feature as these notes were automatically converted into the Public Company stock upon completion of
a merger which closed on September 24, 2013.
On September 24, 2013, the Company issued
4,557,000 common shares and 4,557,000 warrants for the conversion of these notes.
NANOFLEX POWER CORPORATION |
(Formerly known as Universal Technology Systems Corp.) |
(a development stage company) |
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS |
6. NOTES
PAYABLE
During 2013, the Company repaid an aggregate
of $1,725,000 to the third party creditors. In addition, an aggregate of $230,000 of debt was converted into 46,000 common shares. As
the debt was not originally convertible, the issuance of the shares to settle the debt was determined to be debt extinguishment.
The fair value of the common shares was determined to be $282,900 and therefore a loss on debt extinguishment was recognized of
$52,900.
During 2013, the maturity date on an aggregate
of $1,400,000 of outstanding debt was extended an additional 3 or 4 months. In connection with the extensions, the Company issued
286,000 common shares. The Company evaluated the modifications under ASC 470-50 determined that the modifications were substantial
and the revised terms constituted debt extinguishments. The fair value of the common shares was determined to be $1,758,900, and
accounted for as a loss on the extinguishment of debt. These notes were converted into the convertible notes see Note 5 and then
converted into equity.
During 2013, the aggregate amortization of
other debt discounts totaled $45,421. These discounts were originally recorded during 2012, 2011 and 2010. As of December 31,
2013, there is no unamortized debt discount remaining.
During 2012, the Company borrowed $2,300,000
at interest rates ranging from 5% - 45% per annum. In connection with these borrowings, the Company issued 65,500 warrants and
198,000 common shares. The warrants are exercisable at prices ranging from $0.01 - $2.40, vested immediately and have a term of
5 years. The relative value calculated on the warrants issued was $310,732 and has been recorded as a note discount. The warrants
were fully amortized during the year. In addition, the Company issued 198,000 common shares with a relative value of
$515,802. The relative value was recorded as a discount on the notes and amortized over the life of the notes. The amortization
of debt discount related to the common shares for 2012 is $470,433, leaving an unamortized discount of $45,369.
During 2012, a total of $270,000 in notes
were converted into a total of 31,500 common shares and 25,000 warrants. The Company recognized a loss on debt extinguishment
of $19,975 in conjunction with these conversions.
Debt Extensions -
At December 31, 2012, the maturity date on
an aggregate of $3,325,000 of outstanding debt was extended an additional 3 to 6 months. In connection with the extensions, the
Company issued 363,500 common shares and 100,000 warrants. The warrants are exercisable at $12.00, vest immediately and have a
term of 5 years. The Company evaluated the modifications under FASB ASC 470-50 determined that the modifications were substantial
and the revised terms constituted debt extinguishments. The fair value of the common shares was determined to be $2,235,525 and
the fair value of the warrants was determined to be $155,006 resulting in a total loss on the extinguishment of debt due to debt
extensions of $2,390,531.
NANOFLEX POWER CORPORATION |
(Formerly known as Universal Technology Systems Corp.) |
(a development stage company) |
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS |
The fair values of the warrants were calculated
using the Black-Scholes option-pricing model with the following assumptions:
Assumption | |
| 2012 | |
Expected Volatility | |
| 98%-111 | % |
Expected term (years) | |
| 2-4
| |
Risk-free interest rate | |
| 0.74%-2.01
| % |
7. STOCK
OPTIONS AND WARRANTS
2000 Stock Option Plan
On April 28, 2000, the Board of Directors
adopted the 2000 Stock Option Plan. Under the Plan, the Company may grant incentive stock options to employees and
non-qualified stock options to employees, non-employee directors and/or consultants. The Plan provides for the granting of a maximum
of 2,000,000 options to purchase common stock. The ISO exercise price per share may not be less than the fair market
value of a share on the date the option is granted. The maximum term of the options may not exceed ten years.
A summary of stock option activity during
the year ended December 31, 2013 and 2012 is as follows:
| |
Options | | |
Weighted Average Exercise
Price | |
Outstanding at December 31, 2011 | |
| 186,000 | | |
$ | 10.60 | |
Granted | |
| 15,000 | | |
| 10.00 | |
Cancelled | |
| (64,000 | ) | |
| 10.05 | |
Outstanding at December 31, 2012 | |
| 137,000 | | |
$ | 9.70 | |
Granted | |
| - | | |
| - | |
Exercised | |
| - | | |
| - | |
Cancelled | |
| (32,000 | ) | |
| 10.06 | |
Forfeited | |
| - | | |
| - | |
Outstanding at December 31, 2013 | |
| 105,000 | | |
$ | 11.03 | |
Exercisable | |
| 105,000 | | |
$ | 11.03 | |
The weighted average remaining contractual
life of options outstanding as of December 31, 2013 and 2012, was approximately 2.60 and 1.94 years, respectively.
The exercise price of these options range from $10.00 to $15.00 and the intrinsic value of the options as of December
31, 2013 and 2012 is $0.00, respectively.
A total of 15,000 options were issued for
services in 2012. The exercise price of the options is $10.00. The term of the options is 10 years. These options are fully vested
and non-forfeitable upon issuance, accordingly the total fair value of $82,312 was expensed in 2012.
NANOFLEX POWER CORPORATION |
(Formerly known as Universal Technology Systems Corp.) |
(a development stage company) |
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS |
A summary of warrant activity during the year
ended December 31, 2013 and 2012 is as follows:
| |
| | |
Weighted Average | |
| |
Warrants | | |
Exercise Price | |
Outstanding at December 31, 2011 | |
| 7,033,392 | | |
| 13.60 | |
Granted | |
| 665,150 | | |
| 9.55 | |
Exercised | |
| (1,282,940 | ) | |
| 4.50 | |
Cancelled | |
| (3,923,518 | ) | |
| 15.50 | |
Forfeited | |
| (425,000 | ) | |
| 15.20 | |
Outstanding at December 31, 2012 | |
| 2,007,083 | | |
| 13.90 | |
Granted | |
| 17,639,700 | | |
| .40 | |
Exercised | |
| (65,050 | ) | |
| 13.26 | |
Cancelled | |
| (24,750 | ) | |
| 5.56 | |
Forfeited | |
| - | | |
| - | |
Outstanding at December 30, 2013 | |
| 19,556,983 | | |
$ | 3.60 | |
Exercisable | |
| 19,556,983 | | |
$ | 3.60 | |
The weighted average remaining contractual
life for warrants outstanding as of December 31, 2013 and 2012 was approximately 4.72 and 14 years, respectively.
The exercise price of these warrants ranges from $0.05 to $17.50 and the intrinsic value of the warrants December 31, 2013 and
2012, is $-0-, respectively.
During 2013, an aggregate of 65,050 warrants
were exercised for cash proceeds of $176,819.
A total of 83,400 warrants were issued for
services in 2012. The exercise price of the warrants ranges from $5.00 to $12.00. The terms of the warrants ranges from 5-10 years.
These warrants are fully vested and non-forfeitable upon issuance, accordingly the total fair value of $465,533 was expensed in
2012.
During 2012, 23,400 warrants were granted
in exchange for 21,060 previously granted warrants. The warrants are exercisable at $12.00, vest immediately and have a term of
5 years. The Company determined the fair value of the warrants on the grant date and the fair value of the cancelled warrants
and recorded an expense for the incremental increase in the fair value of the equity award. The incremental increase in the fair
value that was expensed totaled $57,173.
During 2012, the Company canceled a total
of 3,053,958 warrants in exchange for 463,397 common shares. This transaction qualified as a modification of a previous award.
The change in fair value due to the modification was a decrease; thus, there was no additional expense recorded
NANOFLEX POWER CORPORATION |
(Formerly known as Universal Technology Systems Corp.) |
(a development stage company) |
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS |
8. COMMON
STOCK
As of December 31, 2013, an aggregate of 60,070
common shares were issued for the exercise of warrants for cash proceeds of $176,819. (see Note 7)
During 2013, the Company issued an aggregate
of 2,858,811 common shares to officers as compensation. The shares are fully vested. The fair value of the shares was determined
to be $25,971,940 and was recognized as stock-based compensation.
The Company 286,000 common shares were issued
for loan extensions valued at $1,758,900.
During 2013, the Company issued an aggregate
of 173,552 common shares to note holders as additional interest. The fair value of the shares was determined to be $1,067,345
and was recognized as interest expense.
During 2013, the Company issued 360,000 common
shares to a third party note holder. These shares were issued in accordance to the default terms of the 2010 and 2011 notes. The
fair value of the shares was determined to be $2,214,000 and was recognized as interest expense.
The Company issued an aggregate of 119,300
common shares to certain warrant holders as additional interest. The fair value of the shares was determined to be $733,695 and
was recognized as interest expense during the year ending December 31, 2013.
During 2013, the Company issued 15,000 common
shares for consulting services. The shares vest immediately. The fair value of the shares was determined to be $92,250 and was
recognized as stock based compensation during the nine months ended December30, 2013
The Company issued 46,000 common shares were
issued for the conversion of short term debt valued at $282,900.
As of December 31, 2013, the Company issued
1,155,000 common shares sold for cash to a majority shareholder for proceeds of 1,050,000.
As of December 31, 2013, a majority shareholder
converted $105,000 of the interest due to him into 115,500 common shares valued at $162,915.
Prior to the closing of the shares exchange
agreement, UTCH had 12,000,000 common shares outstanding. On September 22, 2013, UTCH cancelled 9,000,000 shares of
UTCH and sold 5,049,113 common shares to GPEC officers for cash proceeds of $5,149. Effective September 22, 2013, UTCH affected
a 1.2-for-1 forward split of the outstanding common stock of the Company, par value $.0001. Authorized and issued common
stock increased from 8,049,113 to 9,658,936. All references to UTCH common stock have been retroactively restated to reflect the
effect of the forward split. Immediately prior to the closing of the agreement, UTCH had 9,658,936 shares of common
stock issued and outstanding.
NANOFLEX POWER CORPORATION |
(Formerly known as Universal Technology Systems Corp.) |
(a development stage company) |
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS |
During 2013, the Company paid common shareholders
$130,000 for the return of equity investment of $225,000. The Company recorded the cash paid and return of equity as additional
interest expense. The common shares will be cancelled when returned. The common shares have not been returned as of December 31,
2013.
During 2013, Global sold 426,000 units at
$1.25 unit for $532,500. Each unit consisted of one common share and one warrant. Each warrant is exercisable for a period of
five years from the date of issuance, at $2.50 per share.
During 2012, Global sold 43,250 units at $10.00
per unit for $428,500. Each unit consisted of one common share and one warrant. The warrants are exercisable at $12.00,
vest immediately and have a term of 5 years. The relative fair value of the warrants was determined to be $146,231.
During 2012, the Company issued an aggregate
of 2,988,500 to officers as compensation of which 2,110,000 have the following vesting terms, 1/4 immediately upon issuance, 1/4
will be released upon one year from the effective date, and 1/4 will be released upon two years, the last 1/4 will be released
after three years completion from the effective date. The other 878,500 shares vest immediately. The fair value of the shares
was determined to be $9,402,381 and was recognized as stock-based compensation in 2012.
During 2012, 1,282,940 common shares were
issued for the exercise of warrants for cash proceeds of $1,515,529. (see note 7)
During 2012, the Company issued an aggregate
of 463,397 common shares and 74,400 warrants in exchange for 3,053,958 previously granted warrants (see Note 7).
During 2012, 31,500 common shares were issued
for the conversion of debt (see Note 5), 363,500 common shares were issued for loan extensions (see Note 5), 198,000 common shares
were issued with debt (see Note 5) and 800,000 common shares were issued with related party debt (see Note 4).
During 2012, the Company issued 4,400,000
common shares to related party for the conversion of note payable (see note 4) and issued 110,000 common shares at $0.91 per share
or proceeds of $100,000.
9. COMMITMENTS
AND CONTINGENCIES
Under the 2013 Research Agreement with USC,
the Company is obligated to make certain payments to USC based on work performed by USC under that agreement, and by Michigan
under its subcontractor agreement with USC. (See Note 1)
Under the terms of the 2013 Amended License
Agreement, the Company is required to make minimum royalty payments to Princeton. (See Note 1)
The Company has agreements with three executive
officers which provide for certain cash and other benefits upon termination of employment of the officer in connection with a
change in control of the Company. Each executive is entitled to a lump-sum cash payment equal to three times the sum of the average
annual base salary also they are entitled to a cash bonus.
NANOFLEX POWER CORPORATION |
(Formerly known as Universal Technology Systems Corp.) |
(a development stage company) |
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS |
In November 2013, the Company entered into
a 60-month lease agreement for its corporation facility in Arizona. As of December 31, 2013 the Company paid $3,689
in rent connection with this lease agreement.
Future minimum lease payments are as follows:
2014 | |
$ | 82,899 | |
2015 | |
$ | 85,256 | |
2016 | |
$ | 87,614 | |
2017 | |
$ | 89,971 | |
2018 | |
$ | 84,634 | |
During 2013 and 2012 the Company rented office
space in Idaho under month-to–month leases. Total rent expense during 2013 and 2012 was $4,476 and $15,608,
respectively. The Company no longer rents space in Idaho.
10. INCOME TAXES
The Company has incurred losses since inception. As
of December 31, 2012, the Company has net operating loss carry-forwards of approximately $51,000,000 that begin to expire in 2016. The
components of the deferred tax assets consist of the following:
| |
December 31, | |
| |
2013 | | |
2012 | |
Net operating losses | |
$ | 17,300,000 | | |
$ | 14,700,000 | |
Less: valuation allowance | |
| (17,300,000 | ) | |
| (14,700,000 | ) |
Net deferred tax assets | |
$ | - | | |
$ | - | |
A valuation allowance was established for
all the net deferred tax assets because realization is not assured.
11. SUBSEQUENT
EVENTS
During 2014, we sold 112 units at $1.25 unit
for $140,000. Each unit consisted of one common share and one warrant. Each warrant is exercisable for a period of five years
from the date of issuance, at $2.50 per share.
PART
I – FINANCIAL INFORMATION
ITEM
1. FINANCIAL STATEMENTS
CONTENTS
NANOFLEX POWER CORPORATION |
CONDENSED CONSOLIDATED BALANCE SHEETS |
| |
September 30,
2014 | | |
December 31,
2013 | |
| |
(unaudited) | | |
| |
| |
| | |
| |
ASSETS | |
| | |
| |
| |
| | |
| |
CURRENT ASSETS: | |
| | |
| |
Cash | |
$ | 51,011 | | |
$ | 197,004 | |
Prepaid
expenses and other current assets | |
| 8,624 | | |
| 13,645 | |
Total current assets | |
| 59,635 | | |
| 210,649 | |
| |
| | | |
| | |
Property and equipment, net | |
| 15,083 | | |
| 7,433 | |
| |
| | | |
| | |
TOTAL ASSETS | |
$ | 74,718 | | |
$ | 218,082 | |
| |
| | | |
| | |
LIABILITIES AND STOCKHOLDERS' DEFICIT | |
| | | |
| | |
| |
| | | |
| | |
CURRENT LIABILITIES: | |
| | | |
| | |
Accounts payable | |
$ | 1,671,986 | | |
$ | 689,119 | |
Accrued expenses | |
| 1,319,877 | | |
| 676,752 | |
Short-term debt | |
| 600,000 | | |
| 100,000 | |
Short-term debt- related
party | |
| 90,000 | | |
| - | |
Advances
- related party | |
| 210,000 | | |
| - | |
Total
current liabilities | |
| 3,891,863 | | |
| 1,465,871 | |
TOTAL LIABILITIES | |
| 3,891,863 | | |
| 1,465,871 | |
| |
| | | |
| | |
STOCKHOLDERS' DEFICIT: | |
| | | |
| | |
Common
stock, 250,000,000 authorized, $0.0001 par value, 44,282,278 and 42,799,278 issued and outstanding, respectively | |
| 4,428 | | |
| 4,280 | |
Additional paid in capital | |
| 172,864,561 | | |
| 171,010,959 | |
Accumulated
deficit | |
| (176,686,134 | ) | |
| (172,263,028 | ) |
Total
stockholders' deficit | |
| (3,817,145 | ) | |
| (1,247,789 | ) |
| |
| | | |
| | |
TOTAL LIABILITIES AND
STOCKHOLDERS' DEFICIT | |
$ | 74,718 | | |
$ | 218,082 | |
See accompanying notes to unaudited condensed consolidated
financial statements. |
NANOFLEX POWER CORPORATION |
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE
LOSS |
(unaudited) |
| |
Three
Months Ended September 30, | | |
Nine
Months Ended
September 30, | |
| |
2014 | | |
2013 | | |
2014 | | |
2013 | |
| |
| | |
| | |
| | |
| |
OPERATING EXPENSES: | |
| | |
| | |
| | |
| |
Research
and development | |
$ | 291,571 | | |
$ | 412,440 | | |
$ | 996,722 | | |
$ | 956,211 | |
Patent application
and prosecution fees | |
| 625,596 | | |
| 690,996 | | |
| 1,367,998 | | |
| 1,263,417 | |
Salaries
and related expenses | |
| 399,164 | | |
| 835,985 | | |
| 1,241,256 | | |
| 1,373,281 | |
Stock-based compensation | |
| - | | |
| 6,657,689 | | |
| - | | |
| 26,064,190 | |
Selling,
general and administrative expenses | |
| 288,904 | | |
| 832,414 | | |
| 774,499 | | |
| 1,143,121 | |
Total operating
expenses | |
| 1,605,235 | | |
| 9,429,524 | | |
| 4,380,475 | | |
| 30,800,220 | |
| |
| | | |
| | | |
| | | |
| | |
LOSS FROM OPERATIONS | |
| 1,605,235 | | |
| 9,429,524 | | |
| 4,380,475 | | |
| 30,800,220 | |
| |
| | | |
| | | |
| | | |
| | |
OTHER INCOME (EXPENSES): | |
| | | |
| | | |
| | | |
| | |
Interest
expense | |
| (42,631 | ) | |
| (17,932 | ) | |
| (42,631 | ) | |
| (4,463,453 | ) |
Loss on
extinguishment of debt | |
| - | | |
| - | | |
| - | | |
| (1,811,800 | ) |
Total
other expense | |
| (42,631 | ) | |
| (17,932 | ) | |
| (42,631 | ) | |
| (6,275,253 | ) |
| |
| | | |
| | | |
| | | |
| | |
LOSS BEFORE INCOME
TAX BENEFIT | |
| 1,647,866 | | |
| 9,447,456 | | |
| 4,423,106 | | |
| 37,075,473 | |
| |
| | | |
| | | |
| | | |
| | |
INCOME
TAX BENEFIT | |
| - | | |
| - | | |
| - | | |
| - | |
| |
| | | |
| | | |
| | | |
| | |
NET LOSS | |
$ | (1,647,866 | ) | |
$ | (9,447,456 | ) | |
$ | (4,423,106 | ) | |
$ | (37,075,473 | ) |
| |
| | | |
| | | |
| | | |
| | |
NET LOSS
per share (basic and diluted) | |
$ | (0.04 | ) | |
$ | (0.42 | ) | |
$ | (0.10 | ) | |
$ | (0.61 | ) |
| |
| | | |
| | | |
| | | |
| | |
WEIGHTED
AVERAGE COMMON SHARES OUTSTANDING, BASIC and DILUTED | |
| 43,923,961 | | |
| 22,589,971 | | |
| 43,420,085 | | |
| 61,079,624 | |
See accompanying notes to unaudited condensed consolidated
financial statements. |
NANOFLEX POWER CORPORATION |
CONDENSED CONSOLIDATED STATEMENTS OF CASH
FLOWS |
(unaudited) |
| |
Nine
Months Ended
September 30, | |
| |
2014 | | |
2013 | |
CASH FLOWS FROM OPERATING ACTIVITIES | |
| | |
| |
Net loss | |
$ | (4,423,106 | ) | |
$ | (37,075,473 | ) |
Adjustments to reconcile net loss
to net cash used in operating activities: | |
| | | |
| | |
Depreciation expense | |
| 2,414 | | |
| 2,879 | |
Amortization of debt discounts | |
| - | | |
| 45,421 | |
Stock-based compensation | |
| - | | |
| 26,064,190 | |
Interest expense from convertible
debt converted to preferred shares | |
| - | | |
| 57,915 | |
Interest expense from additional common
shares issued | |
| - | | |
| 4,015,040 | |
Loss on extinguishment of debt | |
| - | | |
| 1,811,800 | |
Return of equity investment | |
| - | | |
| (222,500 | ) |
Changes in operating assets and liabilities: | |
| | | |
| | |
Prepaid expenses and other current
assets | |
| 5,021 | | |
| 12,784 | |
Accounts payable and accrued expenses | |
| 1,625,992 | | |
| (1,946,512 | ) |
Net cash used in operating activities | |
| (2,789,679 | ) | |
| (7,234,456 | ) |
| |
| | | |
| | |
CASH FLOWS FROM INVESTING ACTIVITIES | |
| | | |
| | |
Purchases of fixed assets | |
| (10,064 | ) | |
| - | |
Common shares issued in reverse merger,
net | |
| - | | |
| 5,049 | |
Net cash used in investing activities | |
| (10,064 | ) | |
| 5,049 | |
| |
| | | |
| | |
CASH FLOWS FROM FINANCING ACTIVITIES | |
| | | |
| | |
Proceeds from exercise of warrants | |
| - | | |
| 176,819 | |
Proceeds from sale of common shares
and warrants | |
| 1,853,750 | | |
| 1,050,000 | |
Advances received from related party | |
| 443,000 | | |
| - | |
Advances repaid to related party | |
| (233,000 | ) | |
| - | |
Borrowings on related party debt | |
| 150,000 | | |
| 240,000 | |
Borrowings on convertible debt -
related party | |
| - | | |
| 6,800,000 | |
Borrowings on debt | |
| 500,000 | | |
| - | |
Borrowing on convertible debt | |
| - | | |
| 2,124,500 | |
Principal repayments on debt | |
| - | | |
| (1,725,000 | ) |
Principal repayments on related party
debt | |
| (60,000 | ) | |
| (640,000 | ) |
Net cash provided by financing activities | |
| 2,653,750 | | |
| 8,026,319 | |
| |
| | | |
| | |
NET DECREASE IN CASH | |
| (145,993 | ) | |
| 796,912 | |
Cash, beginning of the period | |
| 197,004 | | |
| 344,656 | |
| |
| | | |
| | |
Cash, end of the period | |
$ | 51,011 | | |
$ | 1,141,568 | |
| |
| | | |
| | |
SUPPLEMENTAL CASH FLOW INFORMATION | |
| | | |
| | |
Cash paid for interest | |
$ | - | | |
$ | 714,036 | |
Cash paid for income taxes | |
$ | - | | |
$ | - | |
| |
| | | |
| | |
NON-CASH INVESTING AND FINANCING ACTIVITIES | |
| | | |
| | |
Warrants and common shares issued
for debt | |
| - | | |
| 230,000 | |
Common share issued for forgiveness
of related party debt | |
| - | | |
| 105,000 | |
Short term debt converted into convertible
short term debt | |
| - | | |
| - | |
Common shares issued for conversion
of convertible debt upon merger | |
| - | | |
| 11,433,200 | |
See accompanying notes to unaudited condensed consolidated
financial statements. |
NANOFLEX POWER CORPORATION
NOTES TO UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
1. BACKGROUND, BASIS OF PRESENTATION,
AND GOING CONCERN:
Background
Global Photonic Energy Corporation merged
with NanoFlex Power Corporation (formerly, Universal Technology Systems Corp., the “Company”) in a share exchange
transaction recorded as a reverse merger on September 24, 2013. The Company is organized to fund, develop and commercialize
photonic energy conversion technologies utilizing organic semiconductor-based solar cells. The Company intends to enter
into licensing arrangements and other strategic alliances for the development, manufacture and marketing of products utilizing
this technology. The Company is devoting substantially all of its present efforts to establishing a new business.
Basis or Presentation
The accompanying unaudited interim 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 condensed or omitted pursuant to such rules and regulations. In the opinion of management, the
accompanying condensed consolidated financial statements include normal recurring adjustments that are necessary for a fair presentation
of the results for the interim periods presented. These condensed consolidated financial statements should be read in conjunction
with our audited consolidated financial statements and notes thereto for the fiscal year ended December 31, 2013 included in our
Annual Report on Form 10-K. The results of operations for the three and nine months ended September 30, 2014 are not necessarily
indicative of results to be expected for the full fiscal year or any other periods.
The preparation of the condensed 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.
In the quarter ending September 30, 2014,
the Company has elected to early adopt Accounting Standards Update No. 2014-10, Development Stage Entities (Topic 915): Elimination
of Certain Financial Reporting Requirements. The adoption of this ASU allows the Company to remove the inception to date information
and all references to development stage.
Going Concern
The Company has not generated revenues
to date. The Company has a working capital deficit of ($3,832,228) and an accumulated deficit of ($176,686,134) as
of September 30, 2014. 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.
2. NOTES PAYABLE
In July 2014, the Company borrowed $500,000
under two short term note agreements of $250,000 each. Under the terms of each agreement, the principal balance of $250,000 and
interest of $16,500 is due to be repaid within 4 months of the date of the note. At September 30, 2014, $33,000 was recorded as
accrued interest relating to these notes.
3. NOTES PAYABLE - RELATED PARTY
On February 26, 2014, the Company borrowed
$150,000 under a short term note agreement with a related party. Under the terms of this agreement, this note is due to be
repaid within 6 months of funding and is non-interest bearing. If the Company defaults on this agreement, the note
shall bear interest at a rate of 18 percent per annum for the entire term of the note. In November 2014, the note agreement was
amended to extend the due date to February 26, 2015, 12 months from the date of the note. As of September 30, 2014, $90,000 is
due under this agreement.
During the three months ended September
30, 2014, the Company received advances totaling $76,000 and repaid advances totaling $155,000. During the nine months ended September
30, 2014, the Company received advances totaling $443,000 and repaid advances totaling $233,000.
4. EQUITY
During the nine months ended September
30, 2014, the Company sold an aggregate of 1,483,000 units at $1.25 per unit for aggregate proceeds of $1,853,750. Each unit consisted
of one common share and one warrant. Each warrant is exercisable for a period of five years from the date of issuance, at $2.50
per share.
NANOFLEX POWER CORPORATION
NOTES TO UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
5. STOCK OPTIONS AND WARRANTS
2000 Stock Option Plan
On April 28, 2000, the Board of Directors
adopted the 2000 Stock Option Plan. Under the Plan, the Company may grant incentive stock options to employees and
non-qualified stock options to employees, non-employee directors and/or consultants. The Plan provides for the granting of
a maximum of 2,000,000 options to purchase common stock. The ISO exercise price per share may not be less than the
fair market value of a share on the date the option is granted. The maximum term of the options may not exceed ten
years.
A summary of stock option activity during
the nine months ended September 30, 2014 is as follows:
| |
| | |
| | |
Weighted
Average | | |
| |
| |
| | |
Weighted | | |
Remaining | | |
| |
| |
| | |
Average | | |
Contractual | | |
Aggregate | |
| |
Number of | | |
Exercise | | |
Term | | |
Intrinsic | |
| |
Shares | | |
Price | | |
(in years) | | |
Value | |
| |
| | |
| | |
| | |
| |
Outstanding as of December 31, 2013 | |
| 105,000 | | |
$ | 11.03 | | |
| 2.6 | | |
$ | - | |
Granted | |
| - | | |
| | | |
| | | |
| | |
Cancelled | |
| (47,000 | ) | |
$ | 10.31 | | |
| | | |
| | |
Exercised | |
| - | | |
| | | |
| | | |
| | |
| |
| | | |
| | | |
| | | |
| | |
Outstanding as of September 30, 2014 | |
| 58,000 | | |
$ | 11.62 | | |
| 3.2 | | |
$ | - | |
| |
| | | |
| | | |
| | | |
| | |
Exercisable as of September 30, 2014 | |
| 58,000 | | |
$ | 11.62 | | |
| 3.2 | | |
$ | - | |
The exercise price of these options range from $10.00 to $15.00
per share.
A summary of warrant activity during the
nine months ended September 30, 2014 is as follows:
| |
| | |
| | |
Weighted Average | | |
| |
| |
| | |
Weighted | | |
Remaining | | |
| |
| |
| | |
Average | | |
Contractual | | |
Aggregate | |
| |
Number of | | |
Exercise | | |
Term | | |
Intrinsic | |
| |
Shares | | |
Price | | |
(in years) | | |
Value | |
| |
| | |
| | |
| | |
| |
Outstanding as of December 31, 2013 | |
| 19,556,983 | | |
$ | 3.60 | | |
| 4.7 | | |
$ | - | |
Granted | |
| 1,483,000 | | |
$ | 2.50 | | |
| | | |
| | |
Cancelled | |
| - | | |
| | | |
| | | |
| | |
Exercised | |
| - | | |
| | | |
| | | |
| | |
| |
| | | |
| | | |
| | | |
| | |
Outstanding as of September 30, 2014 | |
| 21,039,983 | | |
$ | 3.02 | | |
| 4.5 | | |
$ | - | |
| |
| | | |
| | | |
| | | |
| | |
Exercisable as of September 30, 2014 | |
| 21,039,983 | | |
$ | 3.02 | | |
| 4.5 | | |
$ | - | |
The exercise price of these warrants ranges
from $2.50 to $17.50 per share.
During the three months ended March 31,
2014, the Company modified an aggregate of 860,150 of warrants to reduce their exercise price from a range of $12.00 to $17.50
per share to $2.50 per share. All other terms and conditions remained the same. The Company determined that
this transaction did not constitute a modification under ASC 718-10 or ASC 505-50 as it met the scope exceptions for a transaction
with an investor or lender. Accordingly, no expense was recognized in connection with these transactions.
6. SUBSEQUENT EVENTS
In October 2014, a permanent decrease in
salaries was negotiated with the Company’s employees in an effort to conserve capital resources.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the costs and
expenses, payable by the Company in connection with the distribution of securities registered on this registration statement.
All amounts are estimates except the SEC registration fee.
Securities and Exchange Commission registration fee | |
$ | 990 | |
Legal fees and expenses | |
$ | 60,000 | |
Accounting fees and expenses | |
$ | 2,000 | |
Miscellaneous | |
$ | 5,000 | |
Total | |
$ | 67,990 | |
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Our directors and officers are indemnified
by our bylaws against amounts actually and necessarily incurred by them in connection with the defense of any action, suit or
proceeding in which they are a party by reason of being or having been directors or officers of the Company. Our certificate of
incorporation provides that none of our directors or officers shall be personally liable for damages for breach of any fiduciary
duty as a director or officer involving any act or omission of any such director or officer. Insofar as indemnification for liabilities
arising under the Securities Act of 1933, as amended, may be permitted to such directors, officers and controlling persons pursuant
to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.
In the event that a claim for indemnification
against such liabilities, other than the payment by us of expenses incurred or paid by such director, officer or controlling person
in the successful defense of any action, suit or proceeding, is asserted by such director, officer or controlling person in connection
with the securities being registered, we will, unless in the opinion of counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed
in the Securities Act and will be governed by the final adjudication of such issue.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES
Private Placement of the Company’s
Common Stock and Warrants
From November 23, 2013 through August 2014,
the Company sold and issued to certain investors in a private placement an aggregate of 1,517,000 shares of Common Stock and warrants
to purchase an aggregate of 1,517,000 shares of Common Stock for gross proceeds of $1,896,250.
The above issuance of the Company’s
securities was not registered under the Securities Act of 1933, as amended (the “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 issuance.
Private Placement of the Company’s
Notes
In July 2014, the Company borrowed $500,000
under two short term promissory notes for $250,000 each. Under the terms of each agreement, the principal balance of $250,000
and interest of $16,500 is due to be repaid within 4 months of the date of the note.
On February 26, 2014, the Company sold and
issued to an investor a promissory note in the principal amount of $150,000.
The above issuance of the Company’s
securities was not registered under the Securities Act of 1933, as amended (the “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 issuance.
Share Exchange Transaction
Pursuant to the Share Exchange Agreement,
on September 24, 2013, we issued 15,500,616 shares of our Common Stock to the GPEC Stockholder, in exchange for 100% of the outstanding
shares of GPEC. Also pursuant to the Share Exchange Agreement, we issued the following securities in the Share Exchange Transaction:
(i) a total of 5,780,500
shares of Common Stock and warrants to purchase a total of 5,780,500 shares of Common Stock to holders of GPEC Series A Preferred
as a result of the automatic conversion of the GPEC Series A Preferred;
(ii) a total of 11,433,200
shares of Common Stock and warrants to purchase a total of 11,433,200 shares of Common Stock to holders of the GPEC Bridge Notes
as a result of the automatic conversion of the GPEC Bridge Notes;
(iii) warrants to purchase
1,917,283 shares of Common Stock to holders of all of the issued and outstanding GPEC Warrants as in consideration for the cancellation
of the GPEC Warrants pursuant to the terms and conditions thereof; and
(iv) options to purchase
105,000 shares of Common Stock to holders of all of the issued and outstanding GPEC Options in consideration for the cancellation
of the GPEC Options pursuant to the terms and conditions thereof.
The above referenced securities were not registered
under the Securities Act of 1933. We relied on exemptions under Section 4(2) of the Securities Act of 1933 to issue the Company’s
securities in the Share Exchange Transaction.
September 22, 2013 Private Placement of
Company Common Stock
On September 22, 2013 the Company accepted
subscriptions to purchase from, and issued an aggregate of 5,049,113 shares of Common Stock (or 6,058,936 shares after given
effect to the Forward Split) to, seven persons, including three of the Company’s four directors (including the Company’s
Chief Executive Officer and Chief Operating Officer) as well as the Chief Financial Officer and Chief Financial Officer and Senior
Vice President of Corporate Development. The shares were issued pursuant to separate Subscription Agreements between the Company
and each purchaser.
The above referenced Common Stock was not
registered under the Securities Act. We relied on exemptions under Section 4(2) of the Securities Act to issue the Common Stock.
January 2013 Sale of Common Stock
On January 28, 2013, the Company issued 9,000,000
shares of Common Stock to Mr. Christopher Conley, the Company’s original founder, in exchange for cash of $9,000. The Company
relied upon Section 4(2) of the Securities Act, which exempts from registration “transactions by an issuer not involving
any public offering.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits
See “Exhibit
Index” below, which follows the signature page to this Registration Statement.
ITEM 17. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during
any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) To include any prospectus
required by section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the
prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b)
under the Securities Act of 1933 if, in the aggregate, the changes in volume and price represent no more than 20% change in the
maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration
statement.
(iii) To include any
material information with respect to the plan of distribution not previously disclosed in the registration statement or any material
change to such information in the registration statement;
(2) That, for the purpose
of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration
by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4) That, for the purpose
of determining liability under the Securities Act of 1933 to any purchaser:
The information omitted from the form of prospectus
filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant
pursuant to Rule 424(b) (1) or (4) or 497(h) under the Securities Act of 1933 shall be deemed to be part of this registration
statement as of the time it was declared effective.
(5) That, for the purpose
of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the
securities:
(a) The undersigned registrant undertakes
that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of
the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser
by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered
to offer or sell such securities to such purchaser:
(i) Any preliminary prospectus
or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424 under the
Securities Act of 1933;
(ii) Any free writing
prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned
registrant;
(iii) The portion of
any other free writing prospectus relating to the offering containing material information about the undersigned registrant or
its securities provided by or on behalf of the undersigned registrant; and
(iv) Any other communication
that is an offer in the offering made by the undersigned registrant to the purchaser.
(b) For determining any liability under the
Securities Act of 1933, treat each post-effective amendment that contains a form of prospectus as a new registration statement
for the securities offered in the registration statement, and that offering of securities at that time as the initial bona fide
offering of those securities.
(c) Insofar as indemnification for liabilities
arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant
to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid
by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
(d) Each prospectus filed pursuant to Rule
424(b) as part of a registration statement relating to an offering shall be deemed to be part of and included in the registration
statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement
or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference
into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of
contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus
that was part of the registration statement or made in any document immediately prior to such date of first use.
SIGNATURES
Pursuant to the requirements of
the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized in the City of Scottsdale, State of Arizona, on December 10, 2014.
|
NANOFLEX POWER CORPORATION |
|
|
|
|
|
By: |
/s/ Dean L. Ledger |
|
|
|
Name: Dean L. Ledger
Title: Chief Executive Officer
(Principal Executive Officer) |
|
|
|
|
|
By: |
/s/ Amy B. Kornafel |
|
|
|
Name: Amy B. Kornafel
Title: Chief Financial Officer
(Principal Financial and Accounting Officer) |
In accordance with the requirements of the
Securities Act, this Registration Statement has been signed below by the following persons in the capacities and on the dates
indicated.
/s/ Dean L. Ledger |
|
|
December 10, 2014 |
|
Name: Dean L. Ledger |
|
|
|
|
Title: Chief Executive Officer and Director (Principal Executive Officer) |
|
|
|
|
|
|
|
|
|
/s/ Amy Kornafel |
|
|
December 10, 2014 |
|
Name: Amy B. Kornafel |
|
|
|
|
Title: Chief Financial Officer (Principal Financial and Accounting Officer) |
|
|
|
|
|
|
|
|
|
/s/ Robert J. Fasnacht |
|
|
December 10, 2014 |
|
Name: Robert J. Fasnacht |
|
|
|
|
Title: President, COO and Director |
|
|
|
|
EXHIBIT INDEX
Exhibit No. |
|
Description |
|
Incorporation by Reference |
|
|
|
|
Form |
|
Exhibit |
|
Filing Date |
2.1 |
|
Share Exchange Agreement, dated September 24, 2013 |
|
8-K |
|
2.1 |
|
09/30/2013 |
|
|
|
|
|
|
|
|
|
3.1 |
|
Articles of Incorporation |
|
S-1 |
|
3.1 |
|
03/15/2013 |
|
|
|
|
|
|
|
|
|
3.2 |
|
Bylaws |
|
S-1 |
|
3.2 |
|
03/15/2013 |
|
|
|
|
|
|
|
|
|
3.3 |
|
Articles of Amendment to Articles of Incorporation |
|
8-K |
|
3.1 |
|
11/25/2013 |
|
|
|
|
|
|
|
|
|
4.1 |
|
Specimen Certificate of Common Stock |
|
S-1 |
|
4.1 |
|
02/11/2014 |
|
|
|
|
|
|
|
|
|
4.2 |
|
Form of Warrant issued pursuant to the Conversion of Series A Preferred Stock |
|
8-K |
|
4.2 |
|
09/30/2013 |
|
|
|
|
|
|
|
|
|
4.3 |
|
Form of Warrant issued pursuant to the Conversion of the Bridge Note |
|
8-K |
|
4.3 |
|
09/30/2013 |
|
|
|
|
|
|
|
|
|
4.4 |
|
Form of Warrant issued pursuant to the Exchange of Warrant held by holders of Global Photonic
Energy Corporation |
|
8-K |
|
4.4 |
|
09/30/2013 |
|
|
|
|
|
|
|
|
|
4.5 |
|
Form of Option to Purchase Common Stock of the Company |
|
8-K |
|
3.1 |
|
11/04/2013 |
|
|
|
|
|
|
|
|
|
5.1 |
|
Form of Opinion of Ofsink, LLC |
|
S-1 |
|
5.1 |
|
11/25/2014 |
|
|
|
|
|
|
|
|
|
10.1 |
|
Form of Subscription Agreement between the Company and certain purchasers and schedule of
purchasers setting forth the number of shares of the Company’s common stock purchased by each purchaser on September 24,
2013 |
|
8-K |
|
10.1 |
|
09/30/2013 |
|
|
|
|
|
|
|
|
|
10.2 |
|
2013 Company Equity Incentive Plan |
|
8-K |
|
10.2 |
|
09/30/2013 |
|
|
|
|
|
|
|
|
|
10.3 |
|
Employment Agreement between the Company and John D. Kuhns, as amended, dated October 1, 2013 |
|
8-K |
|
10.3 |
|
11/25/2013 |
|
|
|
|
|
|
|
|
|
10.4 |
|
Employment Agreement between the Company and Dean L. Ledger, as amended, dated October 1, 2013 |
|
8-K |
|
10.4 |
|
11/25/2013 |
|
|
|
|
|
|
|
|
|
10.5 |
|
Employment Agreement between the Company and Robert J. Fasnacht, as amended, dated October 1, 2013 |
|
8-K |
|
10.5 |
|
11/25/2013 |
10.6 |
|
Research Agreement, dated May 1, 1998, between GPEC and University of Southern California |
|
8-K |
|
10.6 |
|
11/25/2013 |
|
|
|
|
|
|
|
|
|
10.7# |
|
The University of Southern California Research Agreement, dated January 1, 2006 |
|
8-K |
|
10.7 |
|
11/25/2013 |
|
|
|
|
|
|
|
|
|
10.8 |
|
Letter Agreement, dated April 16, 2009, between GPEC and USC |
|
8-K |
|
10.8 |
|
11/25/2013 |
|
|
|
|
|
|
|
|
|
10.9 |
|
The University of Southern California, Princeton University, Global Photonic Energy Corporation
Amended License Agreement, dated May 1, 1998 |
|
8-K |
|
10.9 |
|
11/25/2013 |
|
|
|
|
|
|
|
|
|
10.10 |
|
Amendment No. 1 to the Amended License Agreement by and among Princeton University, The University
of Southern California, the Regents of the University of Michigan and GPEC, dated May 15, 2006 |
|
8-K |
|
10.10 |
|
11/25/2013 |
|
|
|
|
|
|
|
|
|
10.11# |
|
The University of Southern California Research Agreement, dated December 20, 2013 |
|
8-K |
|
10.1 |
|
01/16/2014 |
10.12 |
|
Third Amendment to the Amended License Agreement, dated December 20, 2013 |
|
8-K |
|
10.2 |
|
01/16/2014 |
|
|
|
|
|
|
|
|
|
21.1 |
|
List of Subsidiaries |
|
S-1 |
|
21.1 |
|
02/11/2014 |
|
|
|
|
|
|
|
|
|
23.1 |
|
Consent of Malone Bailey, LLP |
|
S-1 |
|
23.1 |
|
11/25/2014
|
|
|
|
|
|
|
|
|
|
23.2 |
|
Consent of Ofsink, LLC (See Exhibit 5.1) |
|
S-1 |
|
23.2 |
|
11/25/2014
|
101.INS |
|
XBRL Instance Document.** |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101.SCH |
|
XBRL Taxonomy Extension Schema Document.** |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101.CAL |
|
XBRL Taxonomy Extension Calculation Linkbase Document.** |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101.DEF |
|
XBRL Taxonomy Extension Definition Linkbase Document.** |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101.LAB |
|
XBRL Taxonomy Extension Label Linkbase Document.** |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101.PRE |
|
XBRL Taxonomy Extension Presentation Linkbase Document.** |
|
|
|
|
|
|
** Users of this data are advised
pursuant to Rule 406T of Regulation S-X that this interactive data file is deemed not filed or part of a registration statement
or prospectus for the purpose of Section 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes
of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
# Portions of such
exhibit have been omitted pursuant to a request for confidential treatment submitted to the Securities and Exchange Commission.
II-7
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