Attached files
| file | filename |
|---|---|
| EX-4.2 - FORM OF 7% CONVERTIBLE PROMISSORY NOTE - QS Energy, Inc. | stwa_8k-ex402.htm |
| EX-10.1 - FORM OF COMMON STOCK PURCHASE WARRANT - QS Energy, Inc. | stwa_8k-ex1001.htm |
| EX-10.2 - FORM OF COMMON STOCK PURCHASE WARRANT - QS Energy, Inc. | stwa_8k-ex1002.htm |
| EX-4.1 - SECURITIES PURCHASE AGREEMENT - QS Energy, Inc. | stwa_8k-ex0401.htm |
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
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Date
of Report (Date of earliest event reported): November 20,
2009
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SAVE
THE WORLD AIR, INC.
(Exact
name of registrant as specified in its 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
Telephone
No.: (408) 778-0101
(Address
and telephone number of Registrant's principal
executive
offices and principal place of business)
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(Former
name or address, if changed since last
report.)
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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):
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01 Entry into a Material Definitive Agreement
and
Item
3.02 Unregistered Sales of Equity Securities
Offerings of Convertible
Notes
Effective as of November 20, 2009, Save
The World Air, Inc., a Nevada corporation (the “Company”), completed a private
financing of $75,000 principal amount of 7% Convertible Promissory Notes (the
“Notes”) and 300,000
Common Stock Purchase Warrants exercisable at $.30 per share (the “Warrants”), pursuant to a
Securities Purchase Agreement (the
“Purchase Agreement”) with 3
accredited investors (the
“Note Offering”),
through Sandgrain Securities, Inc., as placement agent.
Specific Terms of Notes and
Warrants
The Notes are initially convertible
into the Company’s common stock at a price of $.25 per share and accrue interest
at 7% per year with a default rate of 10%, payable quarterly in
cash. Interest payments are payable in stock at the sole discretion
of the Note holders, or, in the event that shares issuable thereon are
registered under the Securities Act of 1933, as amended (the “Act”), or otherwise freely
tradable pursuant to Rule 144, at the discretion of the Company as well. The
Notes and any unpaid interest are due and fully payable on September 28,
2012. The conversion price of the Notes are adjustable for corporate
events such as merger, reclassification or stock splits.
Pursuant to the terms of the Purchase
Agreement, and among other terms, in the event the Company conducts any
subsequent financings (each, a “Follow On Offering”) of any
kind other than an offering of securities substantially similar to the Notes and
Warrants or certain other exempted issuances enumerated in the Notes, the Notes
may, at the discretion of each holder thereof, be exchanged in whole
or in part to the extent of outstanding principal and/or interest in such Note,
into the securities offered in the Follow On Offering, by applying and
exchanging the outstanding principal and interest of such Notes towards the
purchase price of the securities offered in such Follow On Offering, at the same
price and terms of the Follow On Offering.
The Warrants issued in connection with
the Note Offering are exercisable commencing six months after the issuance date
until 5:00 p.m., E.S.T on September 29, 2012 at $.30 per share. The
Warrant exercise price is adjustable based on weighted average anti dilution
provisions as set forth in the Warrant.
The Company paid a placement agent fee
to Sandgrain Securities, Inc. of (i) $6,000 in cash, (ii) 24,000 shares of Common Stock
constituting 8% of the number of Conversion Shares initially issuable upon
exercise of the Notes, and (iii) 24,000 warrants, substantially similar to the
Warrants sold to investors (the “Placement Agent Warrants”), in
connection with the Note Offering, in addition to legal fees.
Exemption from registration of the
Notes is claimed under Section 4(2) of the Act and Rule 506 promulgated
thereunder, based on, among other things, the representations made by each of the investors
in the Purchase Agreement that include, among other things, a representation
from each such purchaser that it or he is an “accredited investor” within the
meaning of Regulation D promulgated under the Act and that such purchases were
not made as part of a general or public solicitation or with a view towards
distribution or resale of securities acquired in the financing.
2
The foregoing is a summary only of the
Purchase Agreement, the Note, the Warrant and the Placement Agent Warrant, the
forms of each of which are filed herewith as exhibits to this report and, the
provisions of which are incorporated by reference herein.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
The Exhibits to this report are listed
in the Index to Exhibits which immediately follows the signature page
hereto.
3
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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SAVE
THE WORLD AIR, INC.,
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Date: December
4, 2009
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By:
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/s/Cecil
Bond
Kyte
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Chief
Executive Officer
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4
INDEX TO EXHIBITS
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Exhibits
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Description
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4.1
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Securities
Purchase Agreement between Save the World Air, Inc., a Nevada corporation
and certain note Holders, with respect to 7% Convertible Promissory
Notes.
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4.2
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Form
of 7% Convertible Promissory Note.
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10.1
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Form
of Common Stock Purchase Warrant, exercisable at $.30 per
share.
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10.2
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Form
of Common Stock Purchase Warrant-Placement Agent, exercisable at $.30 per
share.
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5