8-K: Current report filing
Published on November 6, 2008
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): October 31, 2008
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))
|
8-K - CURRENT REPORT
Item 1.01Entry into a Material Definitive
Agreement
Item 9.01Financial Statements and
Exhibits
SIGNATURES
EX-9.1 (FORM OF FALL 2008 NOTE PURCHASE
AGREEMENT)
EX-9.2 (FORM OF FALL 2008
NOTES)
EX-9.3 (FORM OF FALL 2008
WARRANTS)
|
Item 1.01
Entry into a Material Definitive Agreement
From
September 8, 2008, through October 31, 2008, Save the World Air, Inc. (the
“Company”) conducted and concluded a private offering (the “Fall 2008 Offering”)
of up to $500,000 aggregate face amount of its convertible notes (the “Fall 2008
Notes”) with 8 accredited investors. A total of $198,220 aggregate face amount
of the Fall 2008 Notes were sold for an aggregate purchase price of
$180,200. While the stated interest rate on the Fall 2008 Notes is
0%, the actual interest rate on the Fall 2008 Notes is 10%. The Fall 2008 Notes
mature on the first anniversary of their date of issuance. The Fall 2008 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 2008 Offering (the
“Conversion Price”). Up to 1,321,466 Conversion Shares are initially issuable at
a Conversion Price of $0.15 per share.
Each of
the investors in the Fall 2008 Offering received, for no additional
consideration, a warrant (the “Fall 2008 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 2008 Notes are convertible
(the “Warrant Shares”). Each Fall 2008 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
660,734 Warrant Shares are initially issuable on exercise of the Fall 2008
Warrants.
The
Company received $180,200 in net proceeds in the Fall 2008 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
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Form
of Summer 2008 Note Purchase Agreement
|
|
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9.2
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Form
of Summer 2008 Notes
|
|
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9.3
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Form
of Summer 2008 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.
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Date:
November 6, 2008
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SAVE
THE WORLD AIR, INC.
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|||
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By:
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/s/
Charles R. Blum
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|||
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Charles
R. Blum
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||||
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President
and Chief Executive Officer
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Exhibit
Index
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Exhibit
No.
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Description | |
|
9.1
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Form
of Fall 2008 Note Purchase Agreement
|
|
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9.2
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Form
of Fall 2008 Notes
|
|
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9.3
|
Form
of Fall 2008 Warrants
|