CUSIP NO. 05462D101
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1
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NAME OF REPORTING PERSON:
Harborview Master Fund, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) þ
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||
3
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SEC USE ONLY
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||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON WITH
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5
|
SOLE VOTING POWER
0
|
|
6
|
SHARED VOTING POWER
338,000 (1)
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||
7
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SOLE DISPOSITIVE POWER
0
|
||
8
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SHARED DISPOSITIVE POWER
338,000 (1)
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||
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
338,000 (1)
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||
10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
o
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.3%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
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(1)
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Includes (i) 100,000 shares of common stock that may be acquired pursuant to an Amended and Restated Purchase Warrant, issued on February 1, 2010 and amended and restated on February 22, 2010 (the “2010 Warrant”), (ii) 100,000 shares of common stock that may be acquired pursuant to a Purchase Warrant, issued on July 21, 2009 (the “2009 Warrant”), and (iii) 138,000 shares of common stock that may be acquired pursuant to an Amended and Restated 8.75% Convertible Debenture due December 31, 2010, issued on September 26, 2008, amended and restated on March 31, 2009, and amended on July 22, 2009 and January 25, 2011 (the “8.75% Debenture”).
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CUSIP NO. 05462D101
|
1
|
NAME OF REPORTING PERSON:
Harborview Value Master Fund, L.P.
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||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) þ
|
||
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
0
|
|
6
|
SHARED VOTING POWER
264,190
|
||
7
|
SOLE DISPOSITIVE POWER
0
|
||
8
|
SHARED DISPOSITIVE POWER
264,190
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
264,190
|
||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
o
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.0%
|
||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
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CUSIP NO. 05462D101
|
1
|
NAME OF REPORTING PERSON:
Harborview Advisors, LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) þ
|
||
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
New Jersey
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
0
|
|
6
|
SHARED VOTING POWER
602,190 (1)
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||
7
|
SOLE DISPOSITIVE POWER
0
|
||
8
|
SHARED DISPOSITIVE POWER
602,190 (1)
|
||
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
602,190 (1)
|
||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
o
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.4%
|
||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA, PN
|
(1)
|
Includes (i) 100,000 shares of common stock that may be acquired pursuant to the 2010 Warrant, (ii) 100,000 shares of common stock that may be acquired pursuant to the 2009 Warrant, and (iii) 138,000 shares of common stock that may be acquired pursuant to the 8.75% Debenture.
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CUSIP NO. 05462D101
|
1
|
NAME OF REPORTING PERSON:
Harborview Capital Management, LLC
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||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) þ
|
||
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
New York
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
0
|
|
6
|
SHARED VOTING POWER
233,948
|
||
7
|
SOLE DISPOSITIVE POWER
0
|
||
8
|
SHARED DISPOSITIVE POWER
233,948
|
||
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
233,948
|
||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
o
|
||
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.9%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
00
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CUSIP NO. 05462D101
|
1
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NAME OF REPORTING PERSON:
David Stefansky
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) þ
|
||
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
New York
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
0
|
|
6
|
SHARED VOTING POWER
836,138 (1)
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||
7
|
SOLE DISPOSITIVE POWER
0
|
||
8
|
SHARED DISPOSITIVE POWER
836,138 (1)
|
||
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
836,138 (1)
|
||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
o
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.3%
|
||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
(1)
|
Includes (i) 100,000 shares of common stock that may be acquired pursuant to the 2010 Warrant, (ii) 100,000 shares of common stock that may be acquired pursuant to the 2009 Warrant, and (iii) 138,000 shares of common stock that may be acquired pursuant to the 8.75% Debenture.
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CUSIP NO. 05462D101
|
1
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NAME OF REPORTING PERSON:
Richard Rosenblum
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) þ
|
||
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
New York
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
0
|
|
6
|
SHARED VOTING POWER
866,138 (1)
|
||
7
|
SOLE DISPOSITIVE POWER
0
|
||
8
|
SHARED DISPOSITIVE POWER
866,138 (1)
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
866,138 (1)
|
||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
o
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.4%
|
||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
(1)
|
Includes (i) 100,000 shares of common stock that may be acquired pursuant to the 2010 Warrant, (ii) 100,000 shares of common stock that may be acquired pursuant to the 2009 Warrant, and (iii) 138,000 shares of common stock that may be acquired pursuant to the 8.75% Debenture.
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CUSIP NO. 05462D101
|
1
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NAME OF REPORTING PERSON:
The Corbran LLC
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||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) þ
|
||
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
New York
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
0
|
|
6
|
SHARED VOTING POWER
30,000
|
||
7
|
SOLE DISPOSITIVE POWER
0
|
||
8
|
SHARED DISPOSITIVE POWER
30,000
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
30,000
|
||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
o
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.1%
|
||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
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(a)
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Name of Issuer
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Axion International Holdings, Inc. (the “Company”)
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(b)
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Address of Issuer’s Principal Executive Offices
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180 South Street, New Providence, NJ 07974
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(a)
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o
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Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o). |
(b)
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o
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Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c). |
(c)
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o
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Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c). |
(d)
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o
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Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). |
(e)
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o
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
(f)
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o
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An employee benefit plan or endowment fund in accordance with §240.13d- 1(b)(1)(ii)(F); |
(g)
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o
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A parent holding company or control person in accordance with §240.13d- 1(b)(1)(ii)(G); |
(h)
|
o
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
(i)
|
o
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A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
(j)
|
o
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Group, in accordance with §240.13d-1(b)(1)(ii)(J). |
Harborview Master Fund, L.P. | |||
|
By:
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Harborview Advisors, LLC | |
Its: | General Partner | ||
By: | /s/ Richard Rosenblum | ||
Name: | Richard Rosenblum | ||
Title: | Managing Member | ||
Date: | February 13, 2012 | ||
Harborview Value Master Fund, L.P. | |||
By: | Harborview Advisors, LLC | ||
Its: | General Partner | ||
By: | /s/ Richard Rosenblum | ||
Name: | Richard Rosenblum | ||
Title: | Managing Member | ||
Date: | February 13, 2012 | ||
Harborview Advisors, LLC | |||
By: | /s/ Richard Rosenblum | ||
Name: | Richard Rosenblum | ||
Title: | Managing Member | ||
Date: | February 13, 2012 | ||
Harborview Capital Management, LLC | |||
By: | /s/ Richard Rosenblum | ||
Name: | Richard Rosenblum | ||
Title: | Managing Member | ||
Date: | February 13, 2012 | ||
The Corbran LLC | |||
By: | /s/ Richard Rosenblum | ||
Name: | Richard Rosenblum | ||
Title: | Managing Member | ||
Date: | February 13, 2012 | ||
Richard Rosenblum | |||
/s/ Richard Rosenblum | |||
Name: | Richard Rosenblum | ||
Date: | February 13, 2012 | ||
David Stefansky | |||
/s/ David Stefansky | |||
Name: | David Stefansky | ||
Date: | February 13, 2012 |
Exhibit
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Description of Exhibit
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99.1
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Joint Filing Agreement (incorporated herein by reference to Exhibit 99.1 to the Schedule 13G relating to the common stock of the issuer filed May 17, 2011 by the reporting persons with the Commission).
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