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EX-10.1 - EXHIBIT 10.1 - NEAH POWER SYSTEMS, INC.exhibit10_1.htm
EX-10.2 - EXHIBIT 10.2 - NEAH POWER SYSTEMS, INC.exhibit10_2.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

Date of Report (Date of Earliest Event Reported): June 13, 2014 (June 10, 2014)



Neah Power Systems, Inc.

(Exact Name of Registrant as Specified in Charter)





 

 

 

Nevada

000-49962

88-0418806

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)


 

 

 

22118 20th Avenue SE, Suite 142

Bothell, Washington

 

98021

(Address of principal executive offices)

 

(Zip Code)

Registrant’s telephone number, including area code: (425) 424-3324


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))






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.

Item 3.02 Unregistered Sales of Equity Securities


On June 10, 2014, Neah Power Systems, Inc. (we or the “Company”) entered into a Securities Purchase Agreement (the “Securities Agreement”) with an existing accredited investor (the “Investor”). Pursuant to the Securities Agreement, the Investor agreed to purchase shares of our designated Series B Preferred Stock (the “Series B Preferred Stock”).  Under the terms of the Securities Agreement, the Investor agreed to purchase $229,816 of Series B Preferred Stock at a price of $1.00 per share. Under the terms of the Series B Preferred Stock designation, the holder of each share of Series B Preferred Stock is entitled to interest at a simple rate of 6% per year to be paid in cash or in additional Series B Preferred Stock at the discretion of the company.  At the Company’s sole discretion, the company has the right to redeem the Series B Preferred Stock in cash at the face amount or convert any or all of the Series B Preferred Stock into fully paid non-assessable shares of the Company’s Common Stock at a rate of 130%.

The summary of the rights, preferences and privileges of the Series B Preferred Stock described above is qualified in its entirety by reference to the Certificate of Designation, a copy of which is filed as Exhibit 10.1 to an 8-K filed with the Commission on April 1, 2014.

On June 10, 2014, Neah Power Systems, Inc. (we or the “Company”) entered into a Securities Purchase Agreement (the “Securities Agreement”) with an accredited investor (the “Investor”). Pursuant to the Securities Agreement, the Investor agreed to purchase thirty three million three hundred and thirty three thousand and three hundred and thirty three (33,333,333) shares of the Company’s common stock, par value $0.001 (the “Common Stock”), eight million three hundred and thirty three thousand and three hundred and thirty three (8,333,333) three (3) year warrant to purchase common shares at a strike price of $0.0300, and three million three hundred and thirty three thousand and three hundred and thirty three (3,333,333) three (3) year warrant to purchase common shares at a strike price of $0.0375, for the total of $500,000.00.

The form agreements of the Securities Purchase Agreement and Warrants are filed herewith as Exhibit 10.1 and Exhibit 10.2.

The purchase and sale of shares of Common Stock and Series B Preferred Stock pursuant to the Securities Agreement are being made pursuant to a private placement transaction exemption under Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506 of Regulation D promulgated thereunder. The offering was not conducted in connection with a public offering and no public solicitation or advertisement was made or relied upon by the investors in connection with the offering.




Item 9.01 Financial Statements and Exhibits.

(a) Not applicable.


(b) Not applicable.


(c) Not applicable.


(d) Exhibits.

 

 

Exhibit No.

Description

Ex. 10.1

Form of Securities Purchase Agreement

Ex. 10.2

Form of Warrant


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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.

 

 

 

 

Neah Power Systems, Inc.

 

 

 

By:

/s/ David Schmidt

 

 

David Schmidt

 

 

Acting Principal Financial Officer


Date: June 13, 2014

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