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~~October 2519, 2016

ANDALAY SOLAR, INC.

(Exact name of registrant as specified in its charter)


Delaware	001-33695	90-0181035
(State or other jurisdiction of incorporation)	(Commission File No.)	(I.R.S. Employer Identification No.)

336 Bon Air Ctr. #352

Greenbrae, CA 94904

(Address of principal executive offices)

(408) 402-9400

Registrant’s telephone number, including area code:

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 (see General Instruction A.2. below):

¨ 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))

Item 1.01 . Entry into a Material Definitive Agreement.

On ~~May~~October 2519, 2016, Andalay Solar, Inc. ,(the “Company”“) ~~entered~~received ~~into~~notice athat ~~convertible~~the ~~note~~Circuit (Court of the ~~“Note”)~~Second inJudicial ~~the~~Circuit ~~principal~~for ~~amount~~Leon ~~$65~~County,~~000~~ Florida (~~which~~the ~~included~~“Court”), ahad ~~$15~~entered on October 14,~~000~~ ~~original~~2016 ~~issue~~an ~~discount)~~Order ~~that~~Granting ~~matures~~Approval ~~May~~of ~~25,~~Settlement ~~2018.~~Agreement Onand ~~May~~Stipulation ~~25,~~(the ~~2016~~“Order”) approving, ~~the~~among ~~Company~~other ~~issued~~things, the ~~Note~~fairness inof the ~~principal~~terms ~~amount~~and conditions of ~~$65,000. The~~an ~~Note~~exchange ~~bears~~pursuant ~~interest~~to atSection 3(a)(10) ~~rate~~of the Securities Act of 8%1933, ~~per~~as ~~annum~~amended ~~compounded~~(the ~~annually~~“Securities ~~and~~Act”), ~~due~~in onaccordance ~~the~~with ~~maturity~~a ~~date~~Settlement ofAgreement and Stipulation (the ~~note,~~“Settlement ~~payable~~Agreement”) inbetween ~~cash~~Andalay orSolar, ~~shares~~Inc., ofa Delaware corporation (the “Company's“) ~~common~~and ~~stock~~Tarpon orBay aPartners, ~~combination~~LLC ~~thereof~~(“Tarpon”), atin the ~~option~~matter ofentitled ~~Alpha~~Tarpon Bay Partners, LLC v. ~~The~~Andalay ~~principal~~Solar, ~~and~~Inc., ~~interest~~Case ~~outstanding~~No. ~~under~~2016-CA-001609 (the ~~Note~~“Action”). ~~are~~Tarpon ~~convertible~~commenced ~~into~~the ~~shares~~Action ofagainst the Company’s ~~common~~on ~~stock~~October at10, a2016 ~~conversion~~to ~~price~~recover ~~equal~~an toaggregate ~~the~~of ~~lesser~~$630,393.03 of ~~(i)~~past-due ~~$0.002~~accounts orpayable ~~(ii)~~of ~~fifty~~the ~~percent~~Company (~~50%~~the “Claim Amount”), ofwhich ~~the~~Tarpon ~~lowest~~had ~~Sale~~purchased ~~Price~~from ~~(as~~certain ~~defined~~vendors inof the ~~Note)~~Company ofpursuant to the ~~Company’s~~terms ~~common~~of ~~stock~~separate ~~for~~claim ~~the~~purchase ~~twenty~~agreements ~~(20)~~between ~~trading~~Tarpon ~~days~~and ~~preceding~~each of such vendors (the ~~conversion~~“Assigned ~~date~~Accounts”). The ~~Company~~Assigned ~~has~~Accounts ~~the~~relate ~~option~~to ofcertain ~~repaying~~legal, ~~the~~accounting, ~~Note~~and ~~for~~financial aservices ~~sum~~provided ofto ~~money~~the ~~equal~~Company. toThe ~~120%~~Order ofprovides for the ~~principal~~full ~~amount~~and tofinal besettlement ~~redeemed~~of ~~together~~the ~~with~~Claim ~~accrued~~and ~~interest~~the ~~thereon~~Action. The ~~Note~~Settlement ~~contains~~Agreement ~~usual~~was ~~and~~entered ~~customary~~into ~~covenants~~on August 3, 2016 and ~~other~~became ~~terms~~effective and ~~conditions~~binding ~~which~~upon ~~have~~the ~~previously~~Company ~~been~~and ~~agreed~~Tarpon toupon ~~with~~entry ~~Alpha~~of ~~pursuant~~the toOrder ~~prior~~by ~~note~~the ~~issuances~~Court on October 14, 2016.

~~The~~Pursuant ~~Note~~to ~~contains~~the ~~certain~~terms ~~covenants,~~of ~~such~~the asSettlement ~~restrictions~~Agreement onapproved by the ~~incurrence~~Order, ofon ~~indebtedness~~October 14, 2016, the ~~existence~~Company agreed to issue to Tarpon such number of ~~liens,~~shares (the ~~payment~~“Settlement Shares”) of ~~restricted~~the ~~payments,~~Company's ~~redemptions~~common stock, $0.0001 par value per share (the ~~payment~~“Common ofStock”), ~~cash~~in ~~dividends~~one or more tranches, ~~amendment~~as necessary, sufficient to ~~our~~satisfy ~~charter~~the ~~documents~~Claim ~~and~~Amount through the ~~transfer~~issuance of ~~assets~~freely trading securities issued pursuant to Section 3(a)(10) of the Securities Act. ~~The~~Pursuant ~~Note~~to ~~also~~the ~~contains~~Settlement ~~certain~~Agreement, ~~anti-dilution~~the ~~provisions~~Company and Tarpon agreed that ~~apply~~seventy inpercent ~~connection~~(70%) ~~with~~of ~~any~~the ~~stock~~net ~~split,~~proceeds ~~stock~~received ~~dividend,~~by ~~stock~~Tarpon ~~combination,~~from ~~recapitalization~~the orsale ~~similar~~of ~~transactions~~the Settlement Shares will be applied to reduce the Claim Amount. In addition, ~~subject~~upon toentry ~~limited~~of ~~exceptions~~the Order, ~~Alpha~~the ~~will~~Company ~~not~~shall ~~have~~issue ~~the~~to ~~right~~Tarpon toconvertible ~~convert~~promissory ~~any~~notes ~~portion~~in the principal amounts of ~~the~~Thirty ~~Note~~Five ifThousand ~~Alpha~~Dollars ($35,000) ~~would~~and ~~beneficially~~Seven ~~own~~Thousand inFive ~~excess~~Hundred ofDollars 4($7,500) to Corinthian Partners LLC, respectively (the “Notes”).~~99%~~ As ofsuch, the ~~number~~Company ofand ~~shares~~Tarpon have reasonably estimated that the fair market value of the ~~Company’s~~Settlement ~~Common~~Shares, ~~Stock~~the ~~outstanding~~Notes ~~immediately~~(as ~~after~~defined ~~giving~~below) ~~effect~~and all other amounts received or to ~~its~~be ~~conversion~~received by Tarpon is equal to approximately Nine Hundred Thousand Five Hundred Sixty One Dollars ($900,561). .

The ~~preceding~~Settlement ~~description~~Agreement ofprovides that in no event shall the ~~Note~~Settlement ~~does~~Shares ~~not~~beneficially ~~purport~~owned toby beTarpon ~~complete~~at ~~and~~any isgiven ~~qualified~~time inexceed ~~its~~the ~~entirety~~number of such shares that, when aggregated with all other shares of Common Stock then beneficially owned by ~~reference~~Tarpon, toor ~~the~~deemed ~~Note~~beneficially owned by Tarpon, ~~which~~would isresult ~~attached~~in ~~hereto~~Tarpon asowning ~~Exhibit~~more 4than 9.199% of all of such Common Stock as would be outstanding on such date, as determined in accordance with Section 16 of the Securities Exchange Act of 1934, as amended and ~~incorporated~~the ~~herein~~regulations bypromulgated ~~reference~~thereunder.

~~Item~~Furthermore, ~~2.03~~the ~~Creation~~Settlement Agreement provides that, for so long as Tarpon or any of its affiliates hold any shares of Common Stock, the Company and its affiliates are prohibited from, without prior written consent of Tarpon (which may not be unreasonably withheld), among other actions, voting any shares of Common Stock owned or controlled by the Company or its affiliates, or soliciting any proxies or seeking to advise or influence any person with respect to any voting securities of the Company, in favor of: (1) causing a ~~Direct~~class ~~Financial~~of ~~Obligation~~securities of the Company to be delisted from a national securities exchange or anto ~~Obligation~~cease ~~Under~~to be authorized to be quoted in an ~~Off~~inter-~~Balance~~dealer ~~Sheet~~quotation ~~Arrangement~~system of a ~~Registrant.~~registered national securities association, (2) causing a class of equity securities of Company to become eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended, or (3) taking any action which would impede the purposes and objects of the Settlement Agreement

The ~~information~~foregoing ~~required~~descriptions of the Settlement Agreement and the Order do not purport to be complete and are qualified in their entirety by ~~this~~reference ~~Item~~to ~~2.03~~the isfull ~~set~~text ~~forth~~of ~~under~~the ~~Item~~Settlement Agreement and Order, which are attached, respectively, as Exhibits 10.1 and 10.012 ~~above~~to ~~and~~this isCurrent ~~hereby~~Report on Form 8-K (this “Report”) and are incorporated herein by reference. inReaders ~~response~~should toreview each for a complete understanding of the terms and conditions associated with this ~~Item~~transaction.

Item 3.02. Unregistered Sales of Equity Securities.

~~The~~Reference ~~information~~is ~~required~~made byto ~~this~~the ~~Item~~disclosures ~~3.02 is~~ set forth under Item 1.01 ~~above~~of ~~and is hereby incorporated by reference in response to~~ this ~~Item. The Note and the shares of the Company's common stock underlying the note were issued without registration under the Securities Act of 1933~~Report, aswith ~~amended~~disclosures ~~(the~~incorporated ~~“Securities~~herein ~~Act”), based on the exemption from registration afforded~~ by ~~Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder~~reference.

~~Item~~The ~~9.01 Financial~~issuance ~~Statements~~of Common Stock to Tarpon pursuant to the terms of the Settlement Agreement approved by the Order is exempt from the registration requirements of the Securities Act pursuant to Section 3(a)(10) thereof, as an issuance of securities in exchange for bona fide outstanding claims, where the terms and ~~Exhibits~~conditions of such issuance are approved by a court after a hearing upon the fairness of such terms and conditions at which all persons to whom it is proposed to issue securities in such exchange shall have the right to appear.

~~(d)~~Item 9.01. Exhibits.

The following Exhibits are filed as part of this Report.

Exhibit No.		Document
	10.1	Settlement Agreement and Stipulation, dated August 3, 2016, by and between the Company and Tarpon Bay Partners, LLC.
	10.2	Order Granting Approval of Settlement Agreement and Stipulation, dated October 14, 2016

Exhibit Number			Description
	4.1		Convertible Note issued to Alpha Capital Anstalt Due May 25, 2018

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: ~~June~~October 221, 2016

ANDALAY SOLAR, INC.

By: /s/ Edward Bernstein

Name: Edward Bernstein

Title: Chief Executive Officer

Exhibit Index

Exhibit Number		Description
Exhibit No.		Document
	4.1	Convertible Note issued to Alpha Capital Anstalt Due May 25, 2018
	10.1	Settlement Agreement and Stipulation, dated August 3, 2016, by and between the Company and Tarpon Bay Partners, LLC.
	10.2	Order Granting Approval of Settlement Agreement and Stipulation, dated October 14, 2016

Filing Compare · Andalay Solar, Inc.