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): September 12, 2012
Neah Power Systems, Inc.
(Exact Name of Registrant as Specified in Charter)
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Nevada |
000-49962 |
88-0418806 |
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(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
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22118 20th Avenue SE, Suite 142 Bothell, Washington 98021 |
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(Address of Principal Executive Offices) |
(425) 424-3324
(Registrant’s Telephone Number, Including Area Code)
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:
¨ 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 3.02. Unregistered Sales of Equity Securities.
Common Stock
On September, 12, 2012 Neah Power Systems, Inc. issued 19,640,000 shares of our common stock to multiple accredited investors at a price per share of $0.015, and received gross proceeds of $294,600 under terms of a Securities Purchase Agreement (the “Agreement”). Under terms of the Agreement, we also issued 19,640,000 three (3) year warrants with an exercise price of $0.0225 per share and convertible into shares of our common stock. The exercise of these warrants is restricted both for a period of six (6) months from the date of the issuance, and conditional to an amendment of the Articles of Incorporation to increase the number of authorized shares of common stock. The issuance was exempt from registration under Section 4(2) of the Securities Act of 1933, as amended, and Rule 506 of Regulation D promulgated thereunder, inasmuch as the securities were issued to accredited investors only without any form of general solicitation or general advertising.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Neah Power Systems, Inc. | |
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By: |
/s/ David Schmidt |
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David Schmidt |
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Chief Financial Officer (acting Principal Financial Officer) |
Date: September 12, 2012
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