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): April 30, 2009
 
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
 Morgan Hill, California 95037
(Address of principal executive offices) (Zip Code)
 
Registrant’s telephone number, including area code: (408) 778-0101
 
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

Convertible Note Offering
 
From March 17, 2009, through April 30, 2009, Save the World Air, Inc. (the “Company”) conducted and concluded a private offering (the “Spring 2009 Offering”) of up to $300,000 aggregate face amount of its convertible notes (the “Spring 2009 Notes”) with 11 accredited investors. A total of $181,500 aggregate face amount of the Spring 2009 Notes were sold for an aggregate purchase price of $165,000.  While the stated interest rate on the Spring 2009 Notes is 0%, the actual interest rate on the Spring 2009 Notes is 10% per annum. The Spring 2009 Notes mature on the first anniversary of their date of issuance. The Spring 2009 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 Spring 2009 Offering (the “Conversion Price”). Up to 672,222 Conversion Shares are initially issuable at a Conversion Price of $0.27 per share.

Each of the investors in the Spring 2009 Offering received, for no additional consideration, a warrant (the “Spring 2009 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 Spring 2009 Notes are convertible (the “Warrant Shares”). Each Spring 2009 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 336,111 Warrant Shares are initially issuable on exercise of the Spring 2009 Warrants.
 
The Company received $165,000 in net proceeds in the Spring 2009 Offering which will be used for general corporate purposes and working capital.


 


Item 9.01 Financial Statements and Exhibits.
 
(d)  Exhibits

Exhibit No.
 
Description
     
9.1
 
Form of Spring 2009 Note Purchase Agreement
     
9.2
 
Form of Spring 2009 Notes
     
9.3
 
Form of Spring 2009 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: May 6, 2009  SAVE THE WORLD AIR, INC.   
       
 
By:
/s/ CECIL BOND KYTE   
    Cecil Bond Kyte   
    Chief Executive Officer   
       
 
 

 


Exhibit Index
 
Exhibit No.
 
Description
     
9.1
 
Form of Spring 2009 Note Purchase Agreement
     
9.2
 
Form of Spring 2009 Notes
     
9.3
 
Form of Spring 2009 Warrants