Attached files
| file | filename |
|---|---|
| EX-10.4 - NEAH POWER SYSTEMS, INC. | v172073_ex10-4.htm |
| EX-10.1 - NEAH POWER SYSTEMS, INC. | v172073_ex10-1.htm |
| EX-10.3 - NEAH POWER SYSTEMS, INC. | v172073_ex10-3.htm |
| EX-10.2 - NEAH POWER SYSTEMS, INC. | v172073_ex10-2.htm |
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 18, 2010
NEAH
POWER SYSTEMS, INC.
Nevada 000-49962 88-0418806
(State of
Incorporation) (Commission File Number ) (IRS Employer Identification
No.)
22118
20th Ave. SE, Suite 142
Bothell,
Washington 98021
(425)
424-3324
Check the
appropriate box below if the Form 8-K is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction A.2
below):
¨ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
¨ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
¨ 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.
|
On
January 18, 2010, the registrant, Neah Power Systems, Inc. (“Neah Power”, “we”
or “our”), entered into a Stock Purchase Agreement (the “Purchase Agreement”)
with each of First Equity Trust, Inc., Amber Capital Corporation and
Knightsbridge Law Co., Ltd. (collectively, the “Investors”) under which each of
the Investors has committed to purchase up to $5 million of our common stock.
Under the terms of each Purchase Agreement, from time to time until one year
from the date of the Purchase Agreement and at our sole discretion, we may
present each of the Investors with a tranche notice to purchase such common
stock (the “Notice”). The Investors are obligated to purchase such common stock
by the tenth trading day after the Notice date (the “Tranche Closing”), subject
to satisfaction of certain closing conditions. The Investors will not be
obligated to purchase the common stock in the event the closing price of our
common stock during the nine trading days following delivery of a Notice falls
below 75% of the closing price on the trading day prior to the date such Notice
is delivered to the Investors. As financing fees, we will also issue to
Investors, at each Tranche Closing, common stock equal to 25% of the number of
common shares purchased at the Tranche Closing. In addition, we will pay to the
Investors from the proceeds at each Tranche closing a 2% Success
Fee.
On
January 18, 2010 we entered into a Reserve Equity Financing Agreement with AGS
Capital Group LLC under which AGS Capital agreed to purchase pursuant to tranche
notices up to $5 million shares of our common stock under certain conditions,
including that a registration statement be effective for such shares after the
first 1,520,000 shares of our common stock are purchased by AGS
Capital. In addition, any advance amount shall be automatically
reduced by 50%, unless, if on any day during the five trading days after the
advance notice, the VWAP for that day does not meet or exceed a “Floor Price”,
defined as the price equal to 85% of the Volume Weighted Average Price of our
common stock for the five trading days prior to the advance notice date, or any
other price mutually agreed upon by us and AGS in writing. In
addition, the number of shares of our common stock issuable to AGS pursuant to
an advance cannot cause the aggregate number of shares of our common stock
beneficially owned by AGS and its affiliates to exceed 9.99% of the then
outstanding shares of our common stock.
The
foregoing is a summary of the terms of the Purchase Agreements and Reserve
Equity Financing Agreement and is qualified in its entirety by the Purchase
Agreements and the Reserve Equity Financing Agreement that are attached as
Exhibits 10.1, 10.2, 10.3 and 10.4 to this Current Report on Form 8-K and
incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits.
|
10.1
|
Stock
Purchase Agreement dated January 18, 2010 between Neah Power Systems, Inc.
and First Equity Trust, Inc.
|
|
10.2
|
Stock
Purchase Agreement dated January 18, 2010 between Neah Power Systems, Inc.
and Amber Capital
Corporation
|
2
|
10.3
|
Stock
Purchase Agreement dated January 18, 2010 between Neah Power Systems, Inc.
and Knightsbridge Law Co., Ltd.
|
|
10.4
|
Reserve
Equity Financing Agreement dated January 18, 2010 between Neah Power
Systems, Inc. and AGS Capital Group
LLC
|
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 thereunto
duly authorized.
|
Date:
January 18, 2010
|
Neah
Power Systems, Inc.
|
||
|
By:
|
/s/Gerard C. D’Couto
|
||
|
Chief
Executive Officer
|
|||
4