Information About Forward-Looking Statements

This Current Report on Form 8-K of contains forward-looking statements. The words or phrases "would be," "will allow," "intends to," "will likely result," "are expected to," "will continue," "is anticipated," "estimate," "project," or similar expressions are intended to identify "forward-looking statements." Neah Power Systems, Inc.’s financial and operational results reflected herein should not be construed by any means as representative of the current or future value of its common stock. All information set forth in this Current Report on Form 8-K, except historical and factual information, represents forward-looking statements. This includes all statements about the Company’s plans, beliefs, estimates and expectations. These statements are based on current estimates and projections, which involve certain risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. These risks and uncertainties include issues related to: rapidly changing technology and evolving standards in the industries in which the Company and its subsidiaries operate; the ability to obtain sufficient funding to continue operations, maintain adequate cash flow, profitably exploit new business, license and sign new agreements; the unpredictable nature of consumer preferences; and other factors set forth in the Company's most recently filed annual report and registration statement. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management's analysis only as of the date hereof. The Company undertakes no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date hereof. Readers should carefully review the risks and uncertainties described in other documents that the Company files from time to time with the U.S. Securities and Exchange Commission (the “SEC”).

Item 1.01 Entry into a Material Definitive Agreement

On January 29, 2013, Neah Power Systems, Inc. (the “Company”) and a US-based Company, Ion Geophysical Corporation (the “Customer”) entered into a sales and purchase agreement whereby the Company will deliver, on a best efforts basis, Company fuel cells within five months of the date of the agreement or a mutually agreed to schedule. An initial, upfront payment was made by the Customer to the Company on February 15, 2013, triggering  the performance obligations under this agreement and the Company’s  filing of this Current Report on Form 8-K.  Future payments under the contract are based upon milestones, payable every 4 weeks. The agreement also provides for (a) the Company to be the exclusive supplier of the subject product to the Customer for the intended application, and for the Customer to have exclusive use of the Company’s subject product technology for the intended application and (b) the delivery of a minimum of eighty eight (88) units to the Customer, in each case subject to the terms and conditions of the agreement.

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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.

Dated: February 22, 2013