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 5, 2013


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 March 5th, 2013, Neah Power Systems, Inc. (the “Company”) sold 32,608,696 restricted common shares and a 3-year warrant to purchase 3,896,104 restricted common shares at the exercise price of $.015 per share to PSN Components, LLC  (the “Investor”) for the purchase price of $150,000 pursuant to the terms of a Securities Purchase Agreement. As part of the transaction, the Company granted the Investor observer status privileges at all Board of Director meetings provided Investor retains beneficial ownership of at least 80% of the equity securities purchased. In addition and also as part of the transaction, the Company signed a manufacturing rights agreement with the Investor pursuant to the principal terms of which: the Investor will have the right of first offer and the right of first refusal to manufacture, on a high-volume program basis,  the Company’s products at the most cost effective price, and; the right , in the event of a joint venture manufacturing effort, to invest up to 51% of any required equity funding for any such joint venture.


The Company offered and sold the subject securities in reliance upon the exemptions from the registration requirements of the Securities Act provided by Section 4(2) thereof  and Rule 506 of Regulation D promulgated thereunder.


2-






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/ Gerard C. D’Couto

 

 

Gerard C. D’Couto

 

 

President and CEO

Dated: March 11, 2013