UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
Current
Report
Pursuant
to Section 13 or 15(d)
of
the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): December 17,
2007
SAVE
THE WORLD AIR, INC.
(Exact
name of registrant as specified in charter)
|
Nevada
(State
or other jurisdiction
of
incorporation)
|
|
0-29185
(Commission
File Number)
|
|
52-2088326
(IRS
Employer
Identification
No.)
|
235
Tennant Avenue, #5, Morgan Hill, California 95037
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code: (818) 487-8000
Not
Applicable
(Former
name or former address, if changed since last report)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 1.01
Entry into a Material Definitive Agreement
From
November 14, 2007, through December 17, 2007, Save the World Air, Inc. (the
“Company”) conducted and concluded a private offering (the “Fall 2007 Offering”)
of up to $1,000,000 aggregate face amount of its convertible notes (the “Fall
2007 Notes”) with 13 accredited investors. $622,600 aggregate face amount of the
Fall 2007 Notes were sold for an aggregate purchase price of
$566,000. Of this amount, $200,000 represents funds contributed to
the Company by the Company’s newly elected chairman, Cecil Kyte. While the
stated interest rate on the Fall 2007 Notes is 0%, the actual interest rate
on
the Fall 2007 Notes is 10%. The Fall 2007 Notes mature on the first anniversary
of their date of issuance. The Fall 2007 Notes are convertible, at the option
of
the noteholder, into shares of common stock of the Company (the “Conversion
Shares”) at an initial conversion price equal to the average of the closing bid
price of the Company’s common stock for the five trading days preceding the
closing dates of the Fall 2007 Offering (the “Conversion Prices”). Up to
1,596,410 Conversion Shares are initially issuable at a Conversion Price of
$0.39 per share.
Each
of
the investors in the Fall 2007 Offering received, for no additional
consideration, a warrant (the “Fall 2007 Warrants”), entitling the holder to
purchase a number of shares of the Company’s common stock equal to 50% of the
number of shares of common stock into which the Fall 2007 Notes are convertible
(the “Warrant Shares”). Each Fall 2007 Warrant is exercisable on a cash basis
only at an initial price of $0.50 per share, and is exercisable immediately
upon
issuance and for a period of two (2) years from the date of issuance. Up to
798,205 Warrant Shares are initially issuable on exercise of the Fall 2007
Warrants.
The
Company received $566,000 gross and net proceeds in the 2007 Fall Offering.
The
proceeds of the Fall 2007 Offering will be used for general corporate purposes
and working capital and to make the required $200,000 payment arising out of
the
Company’s Second Modification Agreement with certain investors, as reported in
the Company’s Form 8-K filed on December 11, 2007.
Item 8.01
Other Events
At
the
Company’s 2007 Annual Meeting of Shareholders, conducted on December 13, 2007,
shareholders elected the following individuals to serve as directors of the
Company until the next annual meeting of shareholders and until their successors
are elected and qualify: Charles R. Blum, Joseph Helleis, Cecil Kyte,
Nathan Shelton, John F. Price and Steven Bolio. Following the
shareholders’ meeting, the board elected, by majority vote, Cecil Kyte to serve
as chairman of the board. The board also elected, by unanimous vote, the
following officers: Charles R. Blum – President and Chief Executive
Officer; Eugene E. Eichler – interim Chief Financial Officer; John Richard
Bautista, III – Executive Vice-President and Chief Operating Officer; and Jerry
Jones – Controller and Corporate Secretary.
Item 9.01
Financial Statements and Exhibits
|
9.1
|
|
Form
of Note Purchase Agreement
|
| |
|
|
|
9.2
|
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Form
of Fall 2007 Notes
|
| |
|
|
|
9.3
|
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Form
of Fall 2007 Warrants
|
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| Date:
December 19,
2007 |
SAVE
THE WORLD AIR,
INC. |
|
| |
|
|
|
|
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By:
|
/s/ Charles
R.
Blum |
|
| |
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Charles
R. Blum |
|
| |
|
President
and Chief Executive
Officer |
|
| |
|
|
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