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 26,
2009
SAVE
THE WORLD AIR, INC.
(Exact
name of registrant as specified in charter)
|
Nevada
(State
or other jurisdiction
of
incorporation)
|
|
0-29185
(Commission
File Number)
|
|
52-2088326
(IRS
Employer
Identification
No.)
|
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))
Item 1.01
Entry into a Material Definitive Agreement
Convertible Note Offering
From
January 13, 2009, through January 26, 2009, Save the World Air, Inc. (the
“Company”) conducted and concluded a private offering (the “Winter 2009
Offering”) of up to $250,000 aggregate face amount of its convertible notes (the
“Winter 2009 Notes”) with 8 accredited investors. A total of $250,000 aggregate
face amount of the Winter 2009 Notes were sold for an aggregate purchase price
of $250,000. The Winter 2009 Notes bear interest at 10% per annum,
payable at maturity. The Winter 2009 Notes mature on the first anniversary of
their date of issuance. The Winter 2009 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 2009 Offering (the “Conversion Price”). Up to
694,444 Conversion Shares are initially issuable at a Conversion Price of $0.36
per share.
Each of
the investors in the Winter 2009 Offering received, for no additional
consideration, a warrant (the “Winter 2009 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 2009 Notes are
convertible (the “Warrant Shares”). Each Winter 2009 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 347,722 Warrant Shares are initially issuable on
exercise of the Winter 2009 Warrants.
The
Company received $250,000 in net proceeds in the Winter 2009 Offering which will
be used for general corporate purposes and working capital.
(d)
Exhibits
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Exhibit
No.
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Description
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10.1
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Form
of Winter 2009 Note Purchase Agreement
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10.2
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Form
of Winter 2009 Notes
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10.3
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Form
of Winter 2009 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:
January 29, 2009
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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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10.1
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Form
of Fall 2008 Note Purchase Agreement
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10.2
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Form
of Fall 2008 Notes
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10.3
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Form
of Fall 2008 Warrants
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