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):  July 23, 2012

Save The World Air, Inc.

(Exact Name of Registrant as Specified in Charter)

Registrant’s telephone number, including area code: (805) 845-3581

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:

From June 29, 2012 through July 23, 2012, the Company issued and sold an aggregate of $568,920 of Convertible Promissory Notes (the “Notes”) and warrants to purchase an aggregate of 1,422,300 shares of common stock (the “Warrants”).  The Company received gross proceeds from the closing of the private placement of $517,200.

The Notes 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 three 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.

 (d)           Exhibits.

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.

EXHIBIT INDEX

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