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): April 20, 2015

Neah Power Systems, Inc.

(Exact Name of Registrant as Specified in Charter)

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 2.01  Completion of Acquisition or Disposition of Assets

Effective April 17, 2015 Neah Power Systems Inc. (“Neah Power”), entered into a second amendment of the definitive agreement to acquire 100% of the outstanding shares of Shorai, Inc. (“Shorai”), a lithium ion battery company, by way of mergers with Neah Power subsidiaries. The amendment allows for an extension of the agreement and amends the date by which the company would make a $1,000,000 cash payment and close the merger transaction to May 14, 2015.  Neah Power is currently evaluating proposals to obtain the investment funds necessary to consummate this transaction.

The form Amendment to Agreement and Plan of Merger of Shorai, Inc. and Neah Power Systems, Inc. are filed herewith as Exhibit 10.1

Item 9.01 Financial Statements and Exhibits

(a) Not applicable.

(b) Not applicable.

(c) Not applicable.

(d) Exhibits.

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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.

Date: April 20, 2015

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AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER

THIS AMENDMENT NO. 2 (the “Amendment”) to the Agreement and Plan of Merger, dated as of December 20, 2014, by and among Shorai, Inc., a Nevada corporation (the “Company”), Neah Power Systems, Inc., a Nevada Corporation (“Parent”), Neah Merger Corp., a Nevada corporation, Neah Merger Corp. II, a Nevada corporation, and the stockholders of the Company listed on Schedule A thereto (as amended by that certain Amendment to Agreement and Plan of Merger dated as of March 4, 2015, the “Agreement”), is effective as of April __, 2015.  Capitalized terms used but not defined in this Amendment shall have the meanings ascribed to them in the Agreement.  

W I T N E S S E T H:

WHEREAS, the parties to the Agreement wish to amend certain provisions of the Agreement; and

WHEREAS, the Agreement may not be amended or modified except by an instrument in writing approved by the parties to the Agreement and signed on behalf of each of the parties thereto.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree and acknowledge that the Agreement remains in full force and effect and enforceable against each of the parties as modified by this Amendment, and to amend the Agreement and provide for additional payments as set forth below:

1.

Additional Payments.  In addition to any and all consideration and other payments that may be or become payable pursuant to the Agreement, Parent shall pay to the Company the sum of $60,000 in cash (the “Additional Payment”), which Additional Payment shall be paid by Parent by wire transfer of immediately available funds to an account specified by the Company (a) with respect to the first $30,000, on or before April 21, 2015 and (b) with respect to the remaining $30,000, on or before May 5, 2015.

2.

Amendments to Agreement.

(a)

Section 2.1(c) of the Agreement is hereby amended by deleting “April 15, 2015” and replacing it with “May 14, 2015.”

.

(b)

Section 8.1 of the Agreement is hereby amended by deleting “April 15, 2015” where it appears in each of Subsections 8.1(b)(i), 8.1(c)(i), and 8.1(d), and replacing it in each such Subsection with “May 14, 2015.”  

(c)

If the Company timely receives both installments of the Additional Payment in full, then, upon the Company’s receipt of the second such installment, Section 8.2 of the Agreement shall be hereby amended by deleting it in its entirety.

(d)

Exhibit C to the Agreement is hereby amended by adding the following to the end of Section 3(a) of the portion of Exhibit C entitled “Creation of Series D Preferred Stock”:

“Notwithstanding the foregoing, if a holder of a share of Series D Preferred Stock would receive a greater amount upon a Liquidation by converting such share of Series D Preferred Stock into Common Stock than such holder would be entitled to receive, pursuant to the foregoing provisions of this Section 3(a) as a holder of Series D Preferred Stock, then such holder shall not receive any amounts pursuant to such provisions, but shall be treated, for the purposes of determining such holder’s rights under this Section 3 (including Section 3(b) below) only, as though such holder held, in addition to any shares of Common Stock actually held by such holder, such number of shares of Common Stock that such holder would hold if such holder had converted such holder’s shares of Series D Preferred Stock into Common Stock, effective immediately prior to the Liquidation, at the then applicable Conversion Rate (as defined below).”

3.

Governing Law; Effect of Amendment.  This Amendment shall be governed by and construed under the laws of the State of Nevada, without regard to conflicts of laws principles.  Except as specifically set forth in this Amendment, the Agreement remains in full force and effect, unmodified in any way.

4.

Counterparts.  This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall be considered one and the same agreement.

5.

Entire Agreement.  The Agreement, this Amendment and the documents referred to herein and therein constitute the entire agreement among the parties.   

[Signature Pages Follow]

IN WITNESS WHEREOF, the parties have executed this Amendment No. 2 as of the date first above written.

PURCHASER

[SIGNATURE PAGE TO AMENDMENT TO MERGER AGREEMENT]