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): August 31, 2008
SAVE
THE WORLD AIR, INC.
(Exact
name of registrant as specified in charter)
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Nevada
(State
or other jurisdiction
of
incorporation)
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0-29185
(Commission
File Number)
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52-2088326
(IRS
Employer
Identification
No.)
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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))
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8-K - CURRENT REPORT
Item 1.01Entry into a Material Definitive
Agreement
Item 9.01Financial Statements and
Exhibits
SIGNATURES
EX-9.1 (FORM OF SUMMER 2008 NOTE PURCHASE
AGREEMENT)
EX-9.2 (FORM OF SUMMER 2008
NOTES)
EX-9.3 (FORM OF SUMMER 2008
WARRANTS)
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Item 1.01
Entry into a Material Definitive Agreement
From July
17, 2008, through August 31, 2008, Save the World Air, Inc. (the “Company”)
conducted and concluded a private offering (the “Summer 2008 Offering”) of up to
$600,000 aggregate face amount of its convertible notes (the “Summer 2008
Notes”) with 9 accredited investors. A total of $484,000 aggregate face amount
of the Summer2008 Notes were sold for an aggregate purchase price of
$440,000. While the stated interest rate on the Summer 2008 Notes is
0%, the actual interest rate on the Summer 2008 Notes is 10%. The Summer 2008
Notes mature on the first anniversary of their date of issuance. The Summer 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 Summer 2008 Offering
(the “Conversion Price”). Up to 1,423,530 Conversion Shares are initially
issuable at a Conversion Price of $0.34 per share.
Each of
the investors in the Summer 2008 Offering received, for no additional
consideration, a warrant (the “Summer 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 Summer 2008 Notes are
convertible (the “Warrant Shares”). Each Summer 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 711,764 Warrant Shares are initially issuable on exercise of the
Summer 2008 Warrants.
The
Company received $440,000 in proceeds in the Summer 2008 Offering. The proceeds
of the Summer 2008 Offering will be used for general corporate purposes and
working capital.
Item 9.01 Financial Statements
and Exhibits.
(d)
Exhibits
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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:
September 3, 2008
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SAVE
THE WORLD AIR, INC.
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By:
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/s/
Charles
R. Blum
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Charles
R. Blum
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President
and Chief Executive Officer
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