UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, ~~D.C.~~DC 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) ~~July~~September 149, 2009

STINGER SYSTEMS, ~~INC~~Inc.

(Exact name of registrant as specified in its charter)

Nevada (State or other jurisdiction of incorporation) 000-51822 (Commission File Number) 30-0296398 (IRS Employer Identification No.)


Nevada	333-122583	30-0296398
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

5505 Johns Road, Suite 702 Tampa, Florida 33634 (Address of principal executive offices, including zip code) ~~(813) 281-1061 Registrant’s telephone number, including area code Not Applicable (Former name or former address, if changed since last report)~~

(813) 281-1061
(Registrant’s telephone number, including area code)

Not Applicable
(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:

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))

~~Section~~o Soliciting material pursuant to Rule 114a-12 —under ~~Registrant’s~~the ~~Business~~Exchange ~~and~~Act ~~Operations~~(17 CFR 240.14a-12)

~~Item~~o Pre-commencement communications pursuant to Rule ~~1.01.~~14d-2(b) ~~Entry~~under ~~into~~the aExchange ~~Material~~Act ~~Definitive~~(17 ~~Agreement~~CFR 240.14d-2(b))

o ~~The~~Pre-commencement ~~information~~communications ~~set~~pursuant ~~forth~~to Rule 13e-4(c) under ~~Item 3.02~~the isExchange ~~incorporated~~Act by(17 ~~reference~~CFR 240.13e-4(c))

~~Section 2~~TABLE —OF ~~Financial Information~~CONTENTS

Item 2 5.~~03.~~02 ~~Creation~~Departure of aDirectors ~~Direct~~or ~~Financial~~Certain ~~Obligation~~Officers; orElection anof ~~Obligation~~Directors; ~~under~~Appointment anof ~~Off-Balance~~Certain ~~Sheet~~Officers; ~~Arrangement~~Compensatory Arrangements of aCertain ~~Registrant~~Officers. SIGNATURE

~~The~~ Item 5.02 Departure ~~information~~of ~~set~~Directors ~~forth~~or ~~under~~Certain ~~Item 3.02~~Officers; isElection ~~incorporated~~of byDirectors; ~~reference~~Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~Section~~On September 39, —2009, ~~Securities~~the Company’s Board of Directors granted each member of the Board of Directors, options to acquire shares of the Company’s common stock as compensation in exchange for his services. Robert Gruder was granted 4,500,000 options with an exercise price of $0.35 per share, all of which will vest 30 days after issuance. Wells Van Pelt was granted 600,000 options with an exercise price of $0.35 per share, all of which will vest 30 days after issuance. Andrew Helene was granted 400,000 options with an exercise price of $0.35 per share, all of which will vest 30 days after issuance. Brian Gannon was granted 200,000 options with an exercise price of $0.35 per share, half of which will vest 6 months after issuance and ~~Trading~~half ~~Markets~~will vest 12 months after issurance. The shares were granted under the Company’s Stock Option/Stock Bonus Plan.

Item 3.02. Unregistered Sales of Equity Securities.

On July 14, 2009, Stinger Systems, Inc. (the “Company”) closed a private placement transaction (the “Offering”) with certain institutional investors (the “Investors”) pursuant to which the Company issued and sold to the Investors senior secured convertible notes (the “Notes”) in an aggregate principal amount of $650,000 and warrants which are exercisable immediately to purchase 4,062,500 shares of the Company’s common stock (the “Warrants”) at a price of $0.20 per share. The Notes are convertible into 3,250,000 shares of the Company’s common stock at a price of $0.20 per share. Subject to the terms of the Notes, the Company, at its option, may pay any portion of the interest then due on the Notes in cash or may elect to issue the Investors shares of the Company’s common stock.

The Offering was completed pursuant to a Securities Purchase Agreement dated July 14, 2009 (the “Purchase Agreement”) by and among the Company and the Investors. The Purchase Agreement, the Senior Secured Convertible Note issued by the Company to Castlerigg Master Investments Ltd. (“Castlerigg”) dated July 14, 2009, the Senior Secured Convertible Note issued by the Company to Debt Opportunity Fund, LLLP (“DOF”) dated July 14, 2009, the Warrant issued by the Company to Castlerigg dated July 14, 2009, the Warrant issued by the Company to DOF dated July 14, 2009 and the related security agreements are attached as Exhibits 10.1, 10.2, 10.3, 10.4, 10.5, 10.6 and 10.7 respectively, to this Current Report on Form 8-K. Pursuant to the Purchase Agreement, each of Castlerigg and DOF paid $150,000 towards the total purchase price for their Notes and the Warrants. The Company expects that the remainder of the purchase price will be paid by Castlerigg and DOF on or before July 15, 2009. Neither the shares to be issued upon conversion of the Notes nor upon exercise of the Warrants have been registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States in the absence of effective registration statement or exemption from the registration requirements. The Notes and the Warrants were offered and sold to “accredited investors” (as defined in section 501(a) of Regulation D) pursuant to an exemption from the registration requirements under Section 4(2) of the Securities Act.

In connection with the Offering, and pursuant to the Purchase Agreement, the Company and the investors from the Company’s August 2007, February 2008 and September 2008 offerings (collectively, the “Prior Offerings”) amended and restated (i) the senior secured convertible note (as so amended and restated, the “Amended and Restated Note”) issued in the September 2008 offering, (ii) the amended and restated senior secured convertible note (as so amended and restated, the “Second Amended and Restated Note”) originally issued in the February 2008 offering and amended and restated in the September 2008 offering and (iii) the amended and restated senior secured convertible note (as so amended and restated, the “Third Amended and Restated Note”) originally issued in the August 2007 offering and amended and restated in each of the February 2008 and September 2008 offerings. The investors from the Prior Offerings consented to the Offering. The Amended and Restated Note, the Second Amended and Restated Note and the Third Amended and Restated Note are attached as Exhibits 10.8, 10.9, and 10.10, respectively, to this Current Report on Form 8-K.

All exhibits attached hereto are incorporated herein by reference.

Section 9 — Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits.

Exhibit No.		Description
10.1		Securities Purchase Agreement dated July 14, 2009 among Stinger Systems, Inc. and the investors party thereto
10.2		Senior Secured Convertible Note issued by Stinger Systems, Inc. to Castlerigg Master Investments Ltd. dated July 14, 2009
10.3		Senior Secured Convertible Note issued by Stinger Systems, Inc. to Debt Opportunity Fund, LLLP dated July 14, 2009
10.4		Warrant issued by Stinger Systems, Inc. to Castlerigg Master Investments Ltd. dated July 14, 2009
10.5		Warrant issued by Stinger Systems, Inc. to Debt Opportunity Fund, LLLP dated July 14, 2009
10.6		First Amended and Restated Security Agreement dated July 14, 2009
10.7		Second Amended and Restated Security Agreement, dated July 14, 2009
10.8		Amended and Restated Senior Secured Note dated July 14, 2009
10.9		Second Amended and Restated Senior Secured Note dated July 14, 2009
10.10		Third Amended and Restated Senior Secured Convertible Note dated July 14, 2009

SIGNATURE

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.

STINGER SYSTEMS, INC. /s/ Robert Gruder Robert Gruder Chairman and President


Dated: September 9, 2009	Stinger Systems, Inc.
	By:	/s/ Robert F. Gruder
		Robert F. Gruder
		Chief Executive Officer

Date: July 14, 2009

INDEX TO EXHIBITS

Exhibit No.		Description
10.1		Securities Purchase Agreement dated July 14, 2009 among Stinger Systems, Inc. and the investors party thereto
10.2		Senior Secured Convertible Note issued by Stinger Systems, Inc. to Castlerigg Master Investments Ltd. dated July 14, 2009
10.3		Senior Secured Convertible Note issued by Stinger Systems, Inc. to Debt Opportunity Fund, LLLP dated July 14, 2009
10.4		Warrant issued by Stinger Systems, Inc. to Castlerigg Master Investments Ltd. dated July 14, 2009
10.5		Warrant issued by Stinger Systems, Inc. to Debt Opportunity Fund, LLLP dated July 14, 2009
10.6		First Amended and Restated Security Agreement dated July 14, 2009
10.7		Second Amended and Restated Security Agreement, dated July 14, 2009
10.8		Amended and Restated Senior Secured Note dated July 14, 2009
10.9		Second Amended and Restated Senior Secured Note dated July 14, 2009
10.10		Third Amended and Restated Senior Secured Convertible Note dated July 14, 2009

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