Item 8.01 Other Events.

As previously disclosed, on October 18, 2012, Westinghouse Solar, Inc., a Delaware corporation (the "Company") entered into a securities purchase agreement ("Purchase Agreement") with certain institutional accredited investors (the "Purchasers") relating to the sale and issuance of up to 1,245 shares of the Company's Series C 8% Convertible Preferred Stock ("Series C Preferred") at a price per share equal to the stated value, which is $1,000.00 per share (the "Stated Value"), for aggregate proceeds of up to $1,245,000. At the initial closing, the Company sold and issued 750 shares of Series C Preferred, for initial aggregate proceeds of $750,000. Subsequently, on November 2, 2012, the Company sold and issued 350 shares of Series C Preferred for proceeds of $350,000.

On January 24, 2013, the Company provided to the Purchasers a draw down notice under the Purchase Agreement. The Purchasers agreed to accept the new draw down notice and thereby extend the Company's right to exercise a "put" to sell additional Series C Preferred beyond the Securities Purchase Agreement's prior expiration date of December 31, 2012. As a result of the draw down, the Company will sell an aggregate of 75 additional shares of its Series C Preferred to the Purchasers for aggregate proceeds of $75,000. Based on the closing price of the Company's common stock as reported on the OTCQB Marketplace ("OTCQB") on January 24, 2013 (which was $0.05 per share), the 75 shares of Series C Preferred to be issued pursuant to the draw down would be convertible into 1,500,000 shares of the Company's common stock.

As a result of the January 24, 2013 draw down notice, pursuant to the terms of the outstanding Series B 4% Convertible Preferred Stock (the "Series B Preferred"), the conversion price of the Series B Preferred will be reduced from $0.08 per share of common stock to become equal to $0.05, and the conversion price of the Series C Preferred issued under the initial closing will be reduced from $0.08 per share of common stock to become equal to $0.05. There are currently 2,242.686 shares of Series B Preferred that remain outstanding. With the January 24, 2013 draw down, and after recent conversions of a total of 290 shares of Series C Preferred (which converted into 4,000,000 common shares), there are 745 shares of Series C Preferred that remain outstanding. After adjustment to the conversion prices as a result of the January 24th draw down, the outstanding Series B Preferred and Series C Preferred would be convertible into 40,368,348 shares and 14,900,000 shares, respectively, of the Company's common stock.

The foregoing is not a complete summary of the terms of this offering. The description of the Purchase Agreement and the Certificate of Designation to create the Series C Preferred contained in the Company's Current Report on Form 8-K filed with the Commission on October 19, 2012 is incorporated herein by reference.

---