Axion Power International, Inc. (Form: 8-K, Received: 08/11/2015 09:16:37)

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: August 10, 2015

AXION POWER INTERNATIONAL, INC.

(Exact name of Registrant as specified in its charter)

Delaware	000-22573	65-0774638
(State or other jurisdiction of	(Commission File	(I.R.S. Employer Identification
incorporation)	Number)	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 1.01 Amendment to a Material Definitive Agreement.

On August 6, 2015, Axion Power International, Inc. (the “Company”) entered into a securities purchase agreement (“Agreement”) with several accredited investors. On August 10, 2015, the Company and each of the accredited investors party thereto entered into a separate amendment to the Agreement which creates a schedule exception to Section 7(x) of the Agreement. The new Schedule 7(x) to the Agreement reads as follows:

As a result of the valuation of the Company's Class B Warrants for the quarter ended June 30, 2015, which the Company is in the process of finalizing with its third party independent valuation consultant, the Company has come to the conclusion that it will fall below the $2.5 million shareholders equity requirement as set forth in NASDAQ Rule 5550(b)(i). As a result of this event, the Company will likely receive a deficiency notification under Rule 5810(2) to which it will be required to submit a plan of compliance for NASDAQ staff review, within 45 days of receipt of the notification. The Company has a plan in place with which to regain compliance likely by the middle of the fourth fiscal quarter of 2015.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.		Description

10.1		Form of Amendment to Securities Purchase Agreement, dated August 10, 2015, between Axion Power International, Inc. and each of the investors

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: August 11, 2015

Axion Power International, Inc.

By:	/s/ Charles R. Trego
Charles R. Trego
Chief Financial Officer

EXHIBITS FILED WITH THIS REPORT

Exhibit No.		Description

10.1		Amendment to Securities Purchase Agreement, dated August 10, 2015, between Axion Power International, Inc. and each of the investors

Exhibit 10.1

AMENDMENT TO SECURITIES PURCHASE AGREEMENT

AMENDMENT TO SECURITIES PURCHASE AGREEMENT (the " Amendment "), dated as of August 10, 2015, by and among Axion Power International, Inc., a Delaware corporation, with headquarters located at 3601 Clover Lane, New Castle, PA 16105 (the " Company "), and the undersigned investor (the " Buyer ") hereby amends that certain Securities Purchase Agreement among the Company and the Buyer and other investors party thereto, dated August 6, 2015 (“ Agreement ”).

WHEREAS :

A. The Company and the Buyer desire to amend the Agreement as set forth below; and

B. Except as amended as set forth below, the Company and the Buyer agree and acknowledge that the Agreement remains in full force and effect as originally stated, and all capitalized terms used and not defined herein are used as defined in the Agreement.

NOW, THEREFORE , the Company and the Buyer hereby agree, effective upon receipt of this Amendment and substantially identical amendments to the Agreement executed by the Company and each other investor party to the Agreement, as follows:

1. AMENDMENT TO SECTION 7(X)

Section 7(x) is hereby amended by replacing it in its entirety with the following:

(x) The Common Stock (I) shall be designated for quotation or listed on the Principal Market and (II) shall not have been suspended, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, as of the Closing Date, either (A) in writing by the SEC or the Principal Market or (B) except as set forth on Schedule 7(x), attached to the form of Amendment to Securities Purchase Agreement, dated as of August 10, 2015, by and between the Company and each investor party thereto, by falling below the minimum listing maintenance requirements of the Principal Market.

[Signature Page Follows]

IN WITNESS WHEREOF, the Buyer and the Company have caused their respective signature page to this Amendment to Securities Purchase Agreement to be duly executed as of the date first written above.

			COMPANY:

			AXION POWER INTERNATIONAL, INC.


			By:
				Name:
				Title:

			BUYER:





			By:
				Name:
				Title:

SCHEDULE 4(X)

EXCEPTION TO SECTION 7(X)