8-K: Current report filing
Published on October 9, 2007
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): September 28,
2007
SAVE
THE WORLD AIR, INC.
(Exact
name of registrant as specified in charter)
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Nevada
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0-29185
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52-2088326
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(State
or other
jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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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):
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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Item
1.01 Entry
Into A Material Definitive Agreement.
From
August 8, 2007 through September
27, 2007, Save the World Air, Inc. (the “Company”) conducted a private offering
(the “Summer 2007 Offering”) of up to $300,000 aggregate face amount of its
convertible notes (the “Summer 2007 Notes”) with a small number of accredited
investors. Of this amount, $330,000 aggregate face amount of the
Summer 2007 Notes were sold for an aggregate purchase price of
$281,800. While the stated interest rate on the Summer 2007 Notes is
0%, the actual interest rate on the Summer 2007 Notes is 10%. The
Summer 2007 Notes mature on the first anniversary of their date of issuance,
i.e. September 28, 2007. The Summer 2007 Notes are convertible, at
the option of the noteholder, into shares of common stock of the Company (the
“Conversion Shares”) at a 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 date of the Summer 2007 Offering (the “Conversion
Prices”). Up to 837,784 Conversion Shares are issuable at a
Conversion Price of $0.37 per share.
Each
of the investors in the Summer
2007 Offering received, for no additional consideration, a warrant (the “Summer
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 Summer 2007 Notes are convertible (the “Warrant Shares”). Each Summer
2007 Warrant is exercisable on a cash basis only at a price of $0.50 per share,
and is exercisable for a period of two years from the date of issuance, i.e.
September 28, 2007. Up to 418,892 Warrant Shares are initially
issuable on exercise of the Summer 2007 Warrants.
The
Company received $281,800 gross and net proceeds in the 2007 Summer
Offering. The proceeds of the Summer 2007 Offering will be used for
general corporate purposes and working capital.
Item
9.01 Financial
Statements and Exhibits
99.1 Form
of Note Purchase Agreement
99.2 Form
of Spring 2007 Notes
99.3 Form
of Spring 2007 Warrants
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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.
| SAVE THE WORLD AIR, INC. | |||
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Date:
October 8,
2007
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By:
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/s/
Charles R. Blum
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President
and Chief Executive Officer
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