SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF EARLIEST EVENT REPORTED: January
(Exact name of Registrant as specified in
(State or other jurisdiction of
(I.R.S. Employer Identification
3601 Clover Lane
New Castle, PA 16105
(Address of principal executive offices)
(Registrant’s telephone number, including
(Former name or former address, if changed
since last report)
Check the appropriate box below if the Form 8-K filing is intended
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||Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)|
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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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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
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
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.
ITEM 9.01. EXHIBITS
Form of Note Amendment.
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
Dated: January 3, 2014
|Axion Power International, Inc.
||/s/ Thomas Granville
Chief Executive Officer
Form of Note Amendment