8-K: Current report filing
Published on April 8, 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): March 31, 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
Identification
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))
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Item
3.02
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Unregistered
Shares of Equity Securities
|
From
February 15, 2010 through March 31, 2010, Save The World Air, Inc. (the
“Company”) issued
and sold an aggregate of $885,863 of Convertible Promissory Notes (the “Notes”)
and warrants to purchase an aggregate of 2,214,657 shares of common stock (the
“Warrants”).The Company received gross proceeds from such closing of the private
placement of $805,330.
The
Notes, which are due 12 months from their respective issuance date (the
“Maturity Date”). The Notes do not bear interest and were issued in the face
amount equal to 110% of the purchaser’s commitment. The Notes are
initially convertible into shares of the Company’s common stock at a rate of
$0.40 per share. If the Notes are not paid in full by the Maturity
date, the balance remaining on the Maturity Date shall be increased by 10% and
the Company shall be required to pay interest at a rate of 10% per annum until
all sums due thereunder are paid in full. 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 two years at an exercise price of $0.40
per share. 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.
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Item
9.01
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Financial
Statements and Exhibits
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(d) Exhibits.
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Exhibit
No.
|
Description
|
|
10.1
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Form
of Securities Purchase Agreement
|
|
10.2
|
Form
of Convertible Promissory Note
|
| 10.3 |
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: April 8,
2010
| SAVE THE WORKLD AIR INC. | |||
|
|
By:
|
/s/ Cecil Bond Kyte | |
| Name: | Cecil Bond Kyte | ||
| Title: | Chief Executive Officer | ||
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EXHIBIT
INDEX
|
Exhibit
No.
|
Description
|
|
10.1
|
Form
of Securities Purchase Agreement
|
|
10.2
|
Form
of Convertible Promissory Note
|
| 10.3 |
Form
of Common Stock Purchase
Warrant
|
4