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 Report (Date of earliest event reported): November 8, 2013 (November 6, 2013)
AXION INTERNATIONAL HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
|
Colorado
(State or other jurisdiction of incorporation) |
0-13111
(Commission File Number) |
84-0846389
(IRS Employer |
|
180 South Street, Suite 104, New Providence, New Jersey
(Address of principal executive offices) |
07974
(Zip Code) |
Registrant’s telephone number, including area code: (908) 542-0888
Not Applicable
(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)) |
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ITEM 2.02 Results of Operations and Financial Condition.
On November 8, 2013, Axion International Holdings, Inc. (the “Company”) issued a press release announcing that on Thursday, November 14, 2013 at 4:30 p.m. Eastern Time, the Company will host an investor conference call during which the Company will provide a brief financial overview of its third quarter financial results. A copy of such press release is being furnished as Exhibit 99.1.
Neither the information contained in this Item 2.02 nor in the press release shall be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise incorporated by reference into any filing pursuant to the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly stated in such filing.
ITEM 2.03 Creation of a Direct Financial Obligation.
On November 6, 2013, MLTM Lending, LLC (“MLTM”) and Samuel Rose (“Rose”) each loaned the Company an aggregate principal amount of $1,000,000, and in consideration of such loans, the Company issued its secured promissory notes (the “Secured Notes”) to MLTM and Rose, each of which shall be exchanged by the Company on a future date, when the authorized shares of capital stock of the Company are available, for one of the Company’s 8.0% convertible promissory notes (a “Convertible Note”) which shall be initially convertible into shares of the Company’s common stock, no par value (the “Common Stock”), at a conversion price equal to $0.40 per share of Common Stock, subject to adjustment on the terms provided therein, and associated warrants (the “Warrants”) to purchase the number of shares of Common Stock into which the Convertible Note is initially convertible, subject to adjustment as provided on the terms of the Warrants.
The Secured Notes are secured by a security interest and lien in all of the assets of the Company and Axion International, Inc., a Delaware corporation and wholly-owned subsidiary of the Company, pursuant to the Security Agreement dated as of August 24, 2012, filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on August 27, 2012, as amended by the First Amendment to Security Agreement dated as of October 21, 2013, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 24, 2013.
The Secured Notes, including all outstanding principal and accrued and unpaid interest, are due and payable on the earlier of November 29, 2013 or upon the occurrence of an Event of Default (as defined in the Secured Notes). The Company may prepay the Secured Notes, in whole or in part, upon 5 calendar days prior written notice to the holders thereof. Interest accrues on the Secured Notes at a rate of 8.0% per annum, payable in arrears on the date the Secured Notes are repaid or prepaid in full.
The foregoing summary provides only a brief description of the Secured Notes. The summary does not purport to be complete and is qualified in its entirety by the full text of the Secured Notes. A form of Secured Note is attached as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 24, 2013, and is incorporated by reference herein. Other than the date on which interest begins to accrue, the Secured Notes issued by the Company pursuant to the transaction described above are materially the same as the form which is attached as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 24, 2013.
ITEM 9.01 Financial Statements and Exhibits.
| (d) | Exhibits | |
| 99.1 | Press release issued by Axion International Holdings, Inc., dated November 8, 2013 |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Date: November 8, 2013 | AXION INTERNATIONAL HOLDINGS, INC. | |
| By: | /s/ Donald W. Fallon | |
|
Donald W. Fallon Chief Financial Officer | ||
Exhibit Index
| Exhibit No. | Description |
| 99.1 | Press release issued by Axion International Holdings, Inc., dated November 8, 2013 |
Exhibit 99.1
AXION Schedules Conference Call to Discuss 2013 Third Quarter Results
NEW PROVIDENCE, N.J. – November 8, 2013 - AXION International Holdings, Inc. (OTCBB:AXIH), a leader in recycled plastic and plastic composite technologies used to produce ECOTRAX® rail ties and STRUXURE® building products, has scheduled a conference call for 4:30 p.m. Eastern Time (ET) on Thursday, November 14, 2013, to review financial results for its third quarter ended September 30, 2013.
Conference call information:
Date: Thursday, November 14, 2013
Time: 4:30 p.m. Eastern Time (ET)
Dial in Number for U.S. & Canadian Callers: 877-407-9079
Dial in Number for International Callers (Outside of the U.S. & Canada): 201-493-6746
The Company plans to issue an earnings release prior to the call. To join the live conference call, please dial into the above referenced telephone numbers five to ten minutes prior to the scheduled conference call time. A live webcast and archive of the call will also be available on the Investor Relations section of AXION’s website at: http://axionintl.equisolvewebcast.com/q3-2013
For those unable to participate in the call at the scheduled time, a replay will be available for 7 days starting on November 14 at 8:00 p.m. ET. To access the replay, please dial 877-660-6853 in the U.S. and Canada, and 201-612-7415 for international callers. The conference ID# is 414271.
About AXION International Holdings, Inc.
AXION (OTCQB: AXIH) is green technology company, transforming waste plastics into structural building materials. Using 100%-recycled consumer and industrial plastics, AXION develops, markets and sells its recycled structural composite products through its ECOTRAX® composite rail tie and STRUXURE® building material lines. From the railroading industry to the military to global engineering firms, AXION delivers tested, proven and superior green solutions to infrastructure needs around the world.
www.AXIH.com
Forward-Looking Statements
This release contains "forward-looking statements" for purposes of the Securities and Exchange Commission's "safe harbor" provisions under the Private Securities Litigation Reform Act of 1995 and Rule 3b-6 under the Securities Exchange Act of 1934. These forward-looking statements are subject to various risks and uncertainties that could cause AXION’s actual results to differ materially from those currently anticipated, including the availability of materials at favorable pricing, sufficient manufacturing capability and the risk factors identified in AXION’s filings with the Securities and Exchange Commission.
Contacts
AXION Investor and Media Relations
Andrew Haag
Managing Partner
IRTH Communications
axih@irthcommunications.com
1-866-976-IRTH (4784)