Current Report Filing (8-k)
May 02 2016 - 8:21AM
Edgar (US Regulatory)
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 EARLIEST EVENT REPORTED: May 1, 2016
AXION
POWER INTERNATIONAL, INC.
(Exact
name of Registrant as specified in its charter)
Delaware
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000-22573
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65-0774638
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(State
or other jurisdiction
of incorporation)
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(Commission
File
Number)
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(I.R.S.
Employer Identification
Number)
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3601
Clover Lane
New
Castle, PA 16105
(Address
of principal executive offices)
(724)
654-9300
(Registrant’s
telephone number, including area code)
(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 (see General Instruction A.2. below):
☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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ITEM
1.01 Amendment of a Material Definitive Agreement
The
Company has entered into a Waiver and Amendment (“Waiver”) with each of the buyers (“Buyers”) listed on
the Schedule of Buyers attached to that certain Securities Purchase Agreement (“SPA”), dated November 5, 2015, among
Axion Power International, Inc. (the “Company”) and the Buyers. In each Waiver, the Company and the Buyer agreed as
follows:
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•
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With
respect to the Notes (as defined in the SPA), the Buyer waives the Volume Failure (as
defined in the SPA) and the Price Failure (as defined in the SPA) on any and all Installment
Conversions (as defined in the SPA) and delivery of shares for any Pre-Installment Conversion
Shares (as defined in the SPA) pursuant to an Installment Notice (as defined in the SPA)
until May 1, 2017.
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•
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Section
3(b)(2) of the Notes is amended by replacing the definition of Conversion Price, as defined
in the Notes, with the following definition:
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“as
of any Conversion Date or other date of determination, a price per share equal to the lowest of (x) $1.23, subject to adjustment
as provided in this Note (the price set forth in this clause (x), the "Fixed Conversion Price"), (y) 75% of the arithmetic
average of the Weighted Average Prices of the Common Stock during the five (5) consecutive Trading Day period ending immediately
preceding the time of delivery of the applicable Conversion Notice, and (z) 75% of the Weighted Average Price of the Common Stock
on the Trading Day of the delivery of the applicable Conversion Notice. For the avoidance of doubt, all such foregoing determinations
to be appropriately adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction during
the applicable calculation period.”
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•
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All
references in paragraphs 7, 8 and 11 of the Notes to “Conversion Price” is
amended to state “Fixed Conversion Price.”
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•
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Paragraph
4 of the Amendment Agreement, dated January 28, 2016, among the Company and the Buyers,
is amended by adding the following sentence at the end of the paragraph:
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“Notwithstanding
anything to the contrary in this paragraph 4, the Company and the Buyers hereby acknowledge that the Equity Conditions for the
Controlled Account Release Event on May 6, 2016 are not, and are deemed not to be, satisfied, and the Buyers hereby waive the
Equity Conditions for the Controlled Account Release Event on May 6, 2016, for an aggregate release of $310,000, to be released
proportionately among the Buyers based upon the pro rata share as a result of the original principal amounts of the Notes.”
The
Waivers became effective on May 1, 2016 upon entry into waivers by the Required Holders (as defined in the Notes). A form of Waiver
is attached hereto as Exhibit 99.1. The foregoing is a summary of the terms of the Waiver and is qualified in its entirety by
reference to Exhibit 99.1.
ITEM
9.01 Exhibit
Exhibit
99.1 Form of Waiver and Amendment, dated May 1, 2016
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, Axion Power International, Inc. has caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
Dated:
May 2, 2016
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Axion
Power International, Inc.
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By:
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/s/
Richard H. Bogan
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Richard
H. Bogan
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Chief
Executive Officer
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