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: January 2, 2014
AXION POWER INTERNATIONAL, INC.
(Exact name of Registrant as specified in its charter)
| Delaware | 000-22573 | 65-0774638 |
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
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):
| ¨ | 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 1.02 Amendment to Material Definitive Agreement
As of January 2, 2014, Axion Power International, Inc. (the “Company”) entered into Note Amendments with each of senior lenders with respect to the $9,000,000 aggregate amount of Senior Convertible Notes (“Notes”) issued by the Company to those lenders on May 8, 2013. All capitalized terms utilized in this Current Report and not defined are used as defined in the Notes.
The terms of the Notes are amended by the Amendments as follows:
1. The minimum $.10 per share VWAP price set forth in the Notes for the Company to be able to effect a conversion of an Installment into Company Common Stock was reduced to $.09.
2. The Company Conversion Price commencing with the Pre Installment for the period ending February 3, 2014 was reduced from 85% to 80% of the VWAP formula specified in Section 8 of the Notes.
3. The lenders waived the requirement to redeem the Pre Installment for the period ending February 3, 2014 triggered by the VWAP of the Company’s Common Stock on December 26, 2013 and December 27, 2013 at a price less than $.10.
4. With respect to all lenders except Parsoon Special Situation, Ltd, the Installment Amount for Installments subsequent to the Installment for the period ending February 3, 2014 was reduced from $250,000 per lender to $125,000, except that at the Company's option, it may request that the Installment Amount be increased to $250,000.
| 2 |
ITEM 9.01. EXHIBITS
| Exhibit 99.1 |
Form of Note Amendment. |
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: January 3, 2014
| Axion Power International, Inc. | ||
| By: | /s/ Thomas Granville | |
|
Thomas Granville Chief Executive Officer
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EXHIBIT INDEX
| Exhibit 99.1 |
Form of Note Amendment |
| 4 |
EXHIBIT 99.1
FORM OF NOTE AMENDMENT
This Note Amendment (the “Amendment”) is dated as of this 2 nd day of January, 2014 by and between Axion Power International, Inc., as Borrower (the “Company”) and ______, as Lender (the “Lender”).
Reference is hereby made to that certain Senior Convertible Note issued by Borrower in favor of Lender, dated May 8, 2013 (the “Note”). Except as specifically amended hereby, the Note remains in full force and effect as originally drafted. All capitalized terms used and not defined herein are used as defined in the Note.
1. Section 29(jj) shall be amended by replacing the first sentence thereof with the following:
( jj) “Price Failure ” means, with respect to a particular date of determination, the VWAP of the Common Stock on any Trading Day during the fifteen (15) consecutive Trading Day period ending on the Trading Day immediately preceding such date of determination (such period, the “ Price Failure Measuring Period ”) fails to exceed $0.09 (as adjusted for stock splits, stock dividends, stock combinations, recapitalizations or other similar transactions).
2. Commencing with the Pre-Installment for the Installment due on February 3, 2014, the definition of “Company Conversion Price” set forth in paragraph 29(k) of the Note shall be amended such that all references to “85%” shall be replaced with “80%”.
3. Commencing with the Pre-Installment for the Installment due on March 3, 2014, the definition of Installment Amount set forth in paragraph 29(v) of the Note shall be amended such that the term “$250,000” shall be replaced with “$125,000, except that the Company, may at its option, accelerate any such payment from $125,000 to $250,000”.
4. On December 26, 2013, the VWAP for Axion's common stock was $0.097, and on December 27, 2013, the VWAP for Axion's common stock was $.0968, both of which are below the $0.10 minimum price set forth in the original Section 29(jj) of the Note, which would have triggered an Equity Conditions Failure under Section 29(q) of the Notes. The Lender hereby waives this Equity Conditions Failure with respect to: (i) issuance of shares for the Make Whole for the Sixth Installment which are due to be issued on January 2, 2014, (ii) issuance of Pre Installment Shares for Installment Seven which are due to be issued on January 2, 2014 and (iii) the Controlled Account Release with respect to the Sixth Installment due to be released to the Company upon issuance of the Sixth Installment Make Whole Shares. The Lender hereby consents to the issuance of shares with respect to (i) and (ii) of this Paragraph 4 and the Controlled Account Release referenced in (iii) of this Paragraph 4, notwithstanding the noted VWAPs for December 26, 2013 and December 27, 2013.
5. The Company covenants to file a Current Report on Form 8-K no later than 5:30 PM Eastern Time on January 3, 2014, disclosing the terms of this Amendment.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date set forth above.
| AXION POWER INTERNATIONAL, INC. | |||||
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| [Name of Lender] | |||||
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