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): April 30, 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
March 17, 2009, through April 30, 2009, Save the World Air, Inc. (the “Company”)
conducted and concluded a private offering (the “Spring 2009 Offering”) of up to
$300,000 aggregate face amount of its convertible notes (the “Spring 2009
Notes”) with 11 accredited investors. A total of $181,500 aggregate face amount
of the Spring 2009 Notes were sold for an aggregate purchase price of
$165,000. While the stated interest rate on the Spring 2009 Notes is
0%, the actual interest rate on the Spring 2009 Notes is 10% per annum. The
Spring 2009 Notes mature on the first anniversary of their date of issuance. The
Spring 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 Spring
2009 Offering (the “Conversion Price”). Up to 672,222 Conversion Shares are
initially issuable at a Conversion Price of $0.27 per share.
Each of
the investors in the Spring 2009 Offering received, for no additional
consideration, a warrant (the “Spring 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 Spring 2009 Notes are
convertible (the “Warrant Shares”). Each Spring 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 336,111 Warrant Shares are initially issuable on exercise of the
Spring 2009 Warrants.
The
Company received $165,000 in net proceeds in the Spring 2009 Offering which will
be used for general corporate purposes and working capital.
(d)
Exhibits
|
Exhibit
No.
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Description
|
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|
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9.1
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Form
of Spring 2009 Note Purchase Agreement
|
|
|
|
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9.2
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Form
of Spring 2009 Notes
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|
|
|
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9.3
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Form
of Spring 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.
| Date:
May 6, 2009 |
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
No.
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|
Description
|
|
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9.1
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Form
of Spring 2009 Note Purchase Agreement
|
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|
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9.2
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Form
of Spring 2009 Notes
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9.3
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Form
of Spring 2009 Warrants
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