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): December 5, 2008
(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))
8-K -
CURRENT REPORT
Item
1.01 Entry
into a Material Definitive Agreement
Item
9.01 Financial
Statements and Exhibits
SIGNATURES
EX-9.1
(FORM OF Winter 2008 NOTE PURCHASE AGREEMENT)
EX-9.2
(FORM OF Winter 2008 NOTES)
EX-9.3
(FORM OF Winter 2008 WARRANTS)
Item 1.01
Entry into a Material Definitive Agreement
From
November 24, 2008, through December 5, 2008, Save the World Air, Inc. (the
“Company”) conducted and concluded a private offering (the “Winter 2008
Offering”) of up to $500,000 aggregate face amount of its convertible notes (the
“Winter 2008 Notes”) with15 accredited investors. A total of $524,700 aggregate
face amount of the Winter 2008 Notes were sold for an aggregate purchase price
of $477,000, which includes issuance of Winter 2008 Notes as payment for fees
payable by the Company to three (3) directors and a consultant. Thus,
actual cash received by the Company in connection with the Winter 2008 Offering
was $251,000. While the stated interest rate on the Winter 2008 Notes is 0%, the
actual interest rate on the Winter 2008 Notes is 10% per annum. The Winter 2008
Notes mature on the first anniversary of their date of issuance. The Winter 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 Winter 2008 Offering
(the “Conversion Price”). Up to 3,086,470 Conversion Shares are initially
issuable at a Conversion Price of $0.17 per share.
Each of
the investors in the Winter 2008 Offering received, for no additional
consideration, a warrant (the “Winter 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 Winter 2008 Notes are
convertible (the “Warrant Shares”). Each Winter 2008 Warrant is exercisable on a
cash basis only at an initial price of $0.30 per share, and is exercisable
immediately upon issuance and for a period of two (2) years from the date of
issuance. Up to 1,543,235 Warrant Shares are initially issuable on exercise of
the Winter 2008 Warrants.
The
Company received $477,000 in net proceeds in the Winter 2008 Offering which will
be used for general corporate purposes and working capital.
Item 9.01
Financial Statements and Exhibits.
(d)
Exhibits
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Exhibit No.
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Description
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9.1
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Form
of Winter 2008 Note Purchase Agreement
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9.2
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Form
of Winter 2008 Notes
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9.3
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Form
of Winter 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:
December 10, 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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Exhibit
Index
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Exhibit No.
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Description
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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
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Form
of Fall 2008 Warrants
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