8-K: Current report filing
Published on February 3, 2010
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): January 15,
2010
Save The World Air,
Inc.
(Exact
Name of Registrant as Specified in Charter)
|
Nevada
|
0-29185 | 52-2088326 | ||
|
(State
or other jurisdiction of
incorporation)
|
(Commission
File Number)
|
(IRS
Employer dentification
No.)
|
|
235
Tennant Ave.
Morgan
Hill, CA
|
95037
|
|||
|
(Address
of principal executive offices)
|
(Zip
Code)
|
| Registrant’s telephone number, including area code: (408) 778-0101 | ||
|
(Former
name or former address, if changed since last report)
|
||
|
Copies
to:
Gregory
Sichenzia, Esq.
Sichenzia
Ross Friedman Ference LLP
61
Broadway, 32nd
Floor
New
York, New York 10006
Telephone:
(212) 930-9700
|
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:
| 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
3.02 Unregistered Shares
of Equity Securities
From
October 2, 2009 through January 15, 2010, Save The World Air, Inc. (the
“Company”) issued
and sold an aggregate of 63.525 units in a private placement, consisting of an
aggregate of $1,588,125 of 7% Convertible Promissory Notes (the “Notes”) and
warrants to purchase an aggregate of 6,352,500 shares of common stock, for a per
unit purchase price of $25,000. An aggregate of $401,250 of existing
liabilities of the Company was converted into units in the private
placement. Following such conversions, we received net proceeds from
such closing of the private placement of $1,186,875.
The Notes
due January 15, 2012 bear interest at a rate of 7% per annum and are initially
convertible into shares of the Company’s common stock at a rate of $0.25 per
share. The Company is prohibited from effecting conversions of the
Notes to the extent that as a result of such conversion the holder of the Notes
beneficially owns more than 4.99% (or, if such limitation is waived by the
holder upon no less than 61 days prior notice to us, 9.99%) in the
aggregate of the issued and outstanding shares of our common stock calculated
immediately after giving effect to the issuance of shares of common stock upon
conversion of the Notes. The Notes also contain provisions that
protect the holders against dilution by adjustment of the conversion price in
certain events such as stock dividends, stock splits and other similar
events.
The
Warrants are exercisable for a term of three years at an exercise price of $0.30
per share. The Warrants also contain a cashless exercise
provision. The Company is prohibited from effecting exercises of the
Warrants to the extent that as a result of such exercise the holder of the
Warrants beneficially owns more than 4.99% (or, if such limitation is waived by
the holder upon no less than 61 days prior notice to us, 9.99%) in the
aggregate of the issued and outstanding shares of our common stock calculated
immediately after giving effect to the issuance of shares of common stock upon
exercise of the Warrants. The Warrants also contain provisions that
protect the holders against dilution by adjustment of the conversion price in
certain events such as stock dividends, stock splits and other similar
events.
The
offering was made solely to “accredited investors,” as that term is defined in
Regulation D under the Securities Act of 1933, as amended (the “Securities
Act”). The securities sold in the offering were not registered under the
Securities Act, or the securities laws of any state, and were offered and sold
in reliance on the exemption from registration afforded by Section 4(2) and
Regulation D (Rule 506) under the Securities Act and corresponding provisions of
state securities laws, which exempt transactions by an issuer not involving any
public offering.
Item
9.01 Financial Statements
and Exhibits
(d) Exhibits.
|
Exhibit
No.
|
Description
|
|
10.1
|
Form
of Securities Purchase Agreement
|
|
10.2
10.3
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Form
of 7% Convertible Promissory Note
Form
of Common Stock Purchase Warrant
|
2
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 thereunto
duly authorized.
Date:
February 2, 2010
| SAVE THE WORKLD AIR INC. | |||
|
|
By:
|
/s/ Cecil Bond Kyte | |
| Name: Cecil Bond Kyte | |||
| Title: Chief Executive Officer | |||
3
EXHIBIT INDEX
|
Exhibit
No.
|
Description
|
|
10.1
|
Form
of Securities Purchase Agreement
|
|
10.2
10.3
|
Form
of 7% Convertible Promissory Note
Form
of Common Stock Purchase Warrant
|
4