8-K: Current report filing
Published on December 11, 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): December 6, 2007
SAVE
THE WORLD AIR, INC.
(Exact
name of registrant as specified in charter)
|
Nevada
|
0-29185
|
52-2088326
|
|
(State
or other jurisdiction
|
(Commission
File Number)
|
(IRS
Employer
|
|
of
incorporation)
|
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(0)
Item
1.01 Entry into a Material Definitive Agreement
As
previously reported in our form 8-K, dated and filed August 30, 2007, Save
the
World Air, Inc. (the -Company")
and certain individuals (collectively, the "Investors") entered into a
Modification Agreement dated as of August 29, 2007 (the "Modification
Agreement"), pursuant to which the Company agreed to amend certain terms and
conditions in respect of its 10% convertible promissory notes (the "PIPE
Notes")
and stock purchase warrants (the "PIPE Warrants") sold to the Investors pursuant
to a private offering earlier in 2007 (the "2007 PIPE Offering"). A copy of
the
Modification Agreement is filed herewith.
The
Modification Agreement was amended between the Company and Investors as of
November 30, 2007 (the "Second Modification Agreement"). A copy of the Second
Modification Agreement is also filed herewith.
Pursuant
to the Second Modification Agreement, the Company and Investors have agreed
as
follows:
|
1.
|
In
consideration of the Second Modification Agreement, the Investors
have
agreed to forgive all accrued interest on their PIPE Notes, from
the date
of issuance thereof through December 14,
2007.
|
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2.
|
On
December 14, 2007, the Company agreed to pay all Investors 50% of
the
principal amount of their original PIPE Notes which equals a total
cash
repayment of $200,000. Additionally, in repayment of the other 50%
of the
principal amount of the original PIPE Notes, the Company, on December
14,
2007, agreed to issue to Investors a total of 1,060,000 shares of
the
Company's common stock (the "Conversion
Shares").
|
|
3.
|
Concurrently
with the cash payment and the issuance of the Conversion Shares
as noted in paragraph 2, above, the Investors agreed to deliver to
the
Company the original of the PIPE Notes, which will be marked and
deemed
cancelled and of no further force or
effect.
|
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4.
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In
further consideration of the above terms and conditions, the Investors
have
agreed that the Company shall not be required to, and shall not,
file a
Registration Statement with the Securities and Exchange Commission
or any
state securities agency to register or qualify the PIPE Notes, the
Conversion Shares, the PIPE Warrants, or any shares issuable pursuant
to
the PIPE Warrants (the "Warrant Shares"). The Conversion Shares and
Warrant Shares when issued will be deemed restricted securities and
bear
appropriate legends.
|
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5.
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The
terms and conditions of the PIPE Warrants, to the extent not expressly
amended
in the Second Modification Agreement, shall remain in full force
and
effect in furtherance of the terms and conditions set forth in the
Modification Agreement.
|
Item
9.01 Financial Statements and Exhibits
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10.1
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Modification
Agreement dated as of August 29, 2007, between the Company and
the
Investors named therein.
|
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10.2
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Second Modification
Agreement dated as of November 30, 2007, between the Company and
the
Investors named therein.
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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.
| Date: December 10, 2007 | SAVE THE WORLD AIR, INC. | ||
|
|
By:
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/s/ Charles R. Blum | |
| Charles R. Blum | |||
| President and Chief Executive Officer | |||