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): May 15, 2017

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.)

P O Box 1866 Edmonds, Washington	98020
(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 May 15, 2017 the Company issued a Press Release, a copy of which is attached hereto as an exhibit.

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 –  dated May 15, 2017

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.
May 15, 2017	By:	/s/ Jeffrey May
		Jeffrey May
		Principal Financial Officer

EX-99.1

Exhibit 99.1

Neah Power Systems, Inc. Announces Filing of Form 15 to voluntarily Suspend Its SEC Reporting Obligations

May 15, 2017

Edmonds, WA – Neah Power Systems, Inc. (OTC: NPWZ) ("NEAH" or the "Company") announced today that it filed a Form 15 with the Securities and Exchange Commission ("SEC") to voluntarily suspend its reporting obligations under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). As a result of this filing, the Company's obligations to file certain reports with the SEC, including annual, quarterly and current reports on Form 10-K, Form 10-Q and Form 8-K, respectively, was immediately suspended.

The Company's Board of Directors considered many factors before approving the voluntary suspension, including the large costs of filing and preparing periodic reports for the SEC, the increased outside accounting, audit, legal and other expenses and costs associated with being a public reporting company, the burdens placed on management to comply with the Exchange Act reporting requirements, and the low trading volume in the Company's common stock.

Commenting on the Form 15 filing, Dr. Chris D’Couto, the Company's Chief Executive Officer said: "In light of our size and market capitalization, the substantial cost savings and the need for our management team to focus their efforts on the Company's core business activities, we have, after careful consideration, concluded that it is in the best interest of the shareholders, employees and the company to suspend our SEC reporting."

As a result of the filing of the Form 15, there can be no assurances that any trading market for the Company's common stock will develop or be maintained after the suspension.

Safe Harbor Statement:

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, 2015 and its Quarterly Reports on Form 10-Q filed with the SEC during fiscal 2015 for a discussion of such risks, uncertainties and other factors.