8-K

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 17, 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 8.01 Other Events

On October 17, 2013, Neah Power Systems, Inc. issued a press release containing a letter to shareholders regarding the Company’s activities to date in 2013.

The press release is attached as Exhibit 99.1.

Item 9.01   Financial Statements and Exhibits

(a)            Not applicable.

(b)            Not applicable.

(c)            Not applicable.

(d)            Exhibits.

Exhibit No.	Description
99.1	Press release of Neah Power Systems, Inc., dated October 17, 2013.

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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: October 17, 2013

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EX-99

Exhibit 99.1

Letter to Shareholders from Neah Power Systems (NPWZ.OB)

October 17, 2013

Dear Fellow Shareholders:

I am pleased to update you on our continuing progress to increase shareholder value. We encourage our shareholders to visit our website (www.neahpower.com) and view the corporate video ‘About Neah Power Systems’ which provides new insights about the Company and two of our most recent innovative products the Powerchip® and BuzzBar (formerly PowerPlay)

We continue to commercialize our proprietary, patented, and award-winning fuel cell technologies that we passionately believe will revolutionize the energy generation and storage marketplace. Our capital constraints have limited our ability to execute on our business plan, the funding for which we consistently devote a substantial amount of time and attention. In our continued commercialization thrust, we are pleased to report the following:

•   We were invited to negotiate and finalize the terms with a large defense entity in India.

•   During my visit to India, we met with additional commercial entities that have expressed high interest in the new BuzzBar product. This is further validation of our offering, especially for these large markets where smart phone adoption is high but the grid quality is low and unpredictable. 

•   We retained a very reputed branding firm that has extensive go-to-market experience with new disruptive products to work on the branding and launch of our different products as well as the Company identity.

•   We are in the process of releasing our next iteration of the BuzzBar for limited orders.

•   We continue to discuss technical specifications with defense and commercial suppliers in the U.S. and elsewhere on our PowerChip products.

•   We continue to have detailed discussions with one of the leading automotive manufacturers in the world.

These are extremely exciting and pivotal times at the Company and I appreciate your patience. With your continued support of Neah Power Systems, we look forward to making a significant impact in energy markets around the world and increase shareholder value. 

Chris D’Couto PhD, MBA

President and CEO

Company Contact:

Media Contact:

Heather Bledsoe

Hitman, Inc. | (212) 300.6026

Forward Looking Statements

Certain of the statements contained herein may be, within the meaning of the federal securities laws, "forward-looking statements," which are subject to risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements, and the Company does not undertake any responsibility to update any of these statements in the future. Please read Neah Power System’s Form 10-K for the fiscal year ended September 30, 2012 and its Quarterly Reports on Form 10-Q filed with the SEC during fiscal 2013 for a discussion of such risks, uncertainties and other factors.