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): October 19, 2010
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
(Former
Name or Former Address, if Changed Since Last Report)
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):
o Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o 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.
On
September 27, 2010, we entered into a debt settlement agreement with Galleon
Investments, Ltd. (“Galleon”) for the settlement of $23,900 of debt owed to
Galleon. Pursuant to the agreement, we terminated our obligation to repay the
debt in cash in exchange for granting to Galleon the right to convert the
outstanding debt, from time to time at its discretion, into shares of our common
stock at an effective conversion price equal to fifty percent of the average of
the three lowest bid prices, as reported on Bloomberg, of our common stock for
the trailing 30 trading days immediately prior to conversion. On October 4,
2010, Galleon converted the entire $23,900 of the debt into 810,077
shares.
On
October 19, 2010, we entered into a second debt settlement agreement with
Galleon for the settlement of $89,200.84 of debt owed to Galleon. Pursuant to
the agreement, we terminated our obligation to repay the debt in cash in
exchange for granting to Galleon the right to convert the outstanding debt, from
time to time at its discretion, into shares of our common stock at an effective
conversion price equal to fifty percent of the average of the three lowest bid
prices, as reported on Bloomberg, of our common stock for the trailing 30
trading days immediately prior to conversion. As of the date of this Form 8-K,
Galleon has provided us notice of conversion of $34,200,84 of the debt for
2,034,691 shares of our unregistered common stock.
On
October 21, 2010, Capitoline Advisors, Inc. (“Capitoline”) and Agile Opportunity
Fund, LLC (“Agile”) foreclosed on 1,600,000 unregistered shares of an aggregate
of 5,497,694 unregistered shares that the parties were holding as collateral for
the repayment of notes payable due Capitoline and Agile. The foreclosure
pertained to the notice of default on Notes. The 5,497,694 shares were issued in
the name of Capitoline solely as collateral for the payment obligations under
the notes and accordingly were not reported as outstanding. The 1,600,000 shares
are now treated as outstanding.
On
October 25, 2010, we entered into a consulting agreement with Knightsbridge Law
Co. Ltd. (“Knightsbridge Law”) pursuant to which we agreed to issue to
Knightsbridge Law 2,000,000 shares of our unregistered common stock in exchange
for consulting services to be provided by Knightsbridge Law.
Each of
the shares that we have or will issue to Galleon, Capitoline and Knightsbridge
Law are intended to be issued in a private placement under Section 4(2) of the
Securities Act and/or Rule 506 of Regulation D under the Securities Act. Each of
Galleon Investments and Knightsbridge Law meet the accredited investor
definition of Rule 501 of the Securities Act. The offering was not conducted in
connection with a public offering and no public solicitation or advertisement
was made or relied upon by the investor in connection with the
offering.
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/ Stephen M. Wilson | |
| Stephen M. Wilson | |||
| Chief Financial Officer | |||
Date: October
27, 2010