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):  March 9, 2011
 

 
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 March 8, 2011, we entered into a debt settlement agreement with an investor for the settlement of $28,538 of debt owed to the investor. Pursuant to the agreement, we terminated our obligation to repay the debt in cash in exchange for granting to the investor the right to convert the outstanding debt, from time to time at the discretion of the investor, into shares of our common stock at an effective conversion price equal to fifty percent of the lowest closing bid price, as reported on Bloomberg, of our common stock for the trailing 30 trading days immediately prior to conversion. On March 9, 2011, the investor converted the entire $28,538 of the debt into 5,188,643 shares.
 
On March 22, 2011, we issued 1,500,000 shares of our common stock to a professional services provider pursuant to a consulting services agreement with that provider.
 

 
 
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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/ Stephen M. Wilson
 
   
Stephen M. Wilson
 
   
Chief Financial Officer
 


Date:  March  29, 2011

 
 
 
 
 
 
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