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 12, 2009
(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))
Convertible Note Offering
From
February 4, 2009, through March 11, 2009, Save the World Air, Inc. (the
“Company”) conducted and concluded a private offering (the “Winter 2009 #2
Offering”) of up to $250,000 aggregate face amount of its convertible notes (the
“Winter 2009 #2 Notes”) with 17 accredited investors. A total of
$247,302 aggregate face amount of the Winter 2009 #2 Notes were sold for an
aggregate purchase price of $224,820. While the stated interest rate
on the Winter 2009#2 Notes is 0%, the actual interest rate on the Winter 2009 #2
Notes is 10% per annum. The Winter 2009 #2 Notes mature on the first anniversary
of their date of issuance. The Winter 2009 #2 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 #2 Offering (the “Conversion
Price”). Up to 772,818 Conversion Shares are initially issuable at a Conversion
Price of $0.32 per share.
Each of
the investors in the Winter 2009 #2 Offering received, for no additional
consideration, a warrant (the “Winter 2009 #2 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 #2 Notes are
convertible (the “Warrant Shares”). Each Winter 2009 #2 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 386,409 Warrant Shares are initially issuable on exercise of the
Winter 2009 #2Warrants.
The
Company received $224,820 in net proceeds in the Winter 2009 #2 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 2009 #2 Note Purchase Agreement
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9.2
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Form
of Winter 2009 #2 Notes
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9.3
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Form
of Winter 2009 #2
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:
March 17, 2009
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SAVE
THE WORLD AIR, INC.
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By:
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/s/
CECIL BOND KYTE
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Cecil
Bond Kyte
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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 Winter 2009 #2 Note Purchase Agreement
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9.2
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Form
of Winter 2009 #2 Notes
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9.3
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Form
of Winter 2009 #2 Warrants
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