SC 13D/A 1 v373573_sc13da.htm SC 13D/A

SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

(Amendment No. 6)*

 

Axion International Holdings, Inc.
(Name of Issuer)
 
Common Stock, no par value
(Title of Class of Securities)
 
05462D 10 1
(CUSIP Number)
 
MLTM Lending, LLC
4922A St. Elmo Ave.
Bethesda, MD 20814
Telephone: (301) 654-2100
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 
March 28, 2014
(Date of Event Which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box ¨.

 

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act” or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

(Continued on following pages)

 

 
 

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

MLTM Lending, LLC

Tax ID No.: 46-0891147

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a) ¨

(b) x

 

3

SEC USE ONLY

 

4

SOURCE OF FUNDS

 

PF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED

PURSUANT TO ITEM 2(d) or 2(e)

 

 

¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

USA

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

 7

SOLE VOTING POWER

 

 124,570
8

SHARED VOTING POWER

 

 24,953,054 (1)
9

SOLE DISPOSITIVE POWER

 

 124,570
10

SHARED DISPOSITIVE POWER

 

 24,953,054 (1)
11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

25,077,624

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES

 

¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

44.5% (2)

14

TYPE OF REPORTING PERSON

 

IN

             

(1)Includes 510,830 shares of common stock held by the Reporting Person with sole voting and dispositive powers, 12,221,112 shares of common stock issuable to the Reporting Person upon conversion of the Issuer’s 8.0% convertible promissory notes held by the Reporting Person, and 12,221,112 shares of common stock issuable to the Reporting Person upon exercise of the Issuer’s warrants to purchase common stock held by the Reporting Person.

 

(2)Based on 31,922,419 shares of common stock outstanding as of March 28, 2014, plus (i) 12,221,112 shares of common stock issuable to the Reporting Person upon conversion of the Issuer’s 8.0% convertible promissory notes held by the Reporting Person, and (ii) 12,221,112 shares of common stock issuable to the Reporting Person upon exercise of the Issuer’s warrants to purchase common stock held by the Reporting Person.

 

Page 2 of 10 Pages
 

 

CUSIP No. 05462D 10 1 13D Page 3 of 10 Pages

  

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

ML Dynasty Trust

Tax ID No.: 54-6507033

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a) ¨

(b) x

 

3

SEC USE ONLY

 

4

SOURCE OF FUNDS

 

PF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED

PURSUANT TO ITEM 2(d) or 2(e)

 

 

¨

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

USA

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

 7

SOLE VOTING POWER

 

 0
8

SHARED VOTING POWER

 

 24,953,054 (1)
9

SOLE DISPOSITIVE POWER

 

 0
10

SHARED DISPOSITIVE POWER

 

 24,953,054 (1)
11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

22,457,749 (2)

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES

 

x

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

39.84% (2)

14

TYPE OF REPORTING PERSON

 

IN

             

(1)Includes 510,813 shares of common stock held by MLTM Lending, LLC with sole voting and dispositive powers, 12,221,112 shares of common stock issuable to MLTM Lending, LLC upon conversion of the Issuer’s 8.0% convertible promissory notes held by MLTM Lending, LLC, and 12,221,112 shares of common stock issuable to MLTM Lending, LLC upon exercise of the Issuer’s warrants to purchase common stock held by MLTM Lending, LLC.

 

(2)Represents the 90% pecuniary interest held by the ML Dynasty Trust in the shares of common stock referenced in this Schedule 13D.

 

Page 3 of 10 Pages
 

  

MLTM Lending, LLC and ML Dynasty Trust (collectively, the “Reporting Persons”) are jointly filing this Amendment No. 5 relating to the Statement of Beneficial Ownership on Schedule 13D, as filed with the Securities and Exchange Commission (the “Commission”) on September 4, 2012, as amended by Amendment No. 1 to the Statement of Beneficial Ownership on Schedule 13D, as filed with the Commission on September 20, 2012, as further amended by Amendment No. 2 to the Statement of Beneficial Ownership on Schedule 13D, as filed with the Commission on October 4, 2012, as further amended by Amendment No. 3 to the Statement of Beneficial Ownership on Schedule 13D, as filed with the Commission on January 30, 2013, as further amended by Amendment No.4 to the Statement of Beneficial Ownership on Schedule 13D, as filed with the Commission on October 21, 2013, and as further amended by Amendment No. 5 to the Statement of Beneficial Ownership on Schedule 13D, as filed with the Commission on February 14, 2014 (as so amended, the “Schedule 13D”).

 

Except as set forth below, all Items of the Schedule 13D remain unchanged. All capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Schedule 13D.

 

Item 3.Source and Amount of Funds or other Consideration.

 

Item 3 of the Schedule 13D is hereby amended to add the following information:

 

On March 28, 2014, MLTM purchased one of the Notes in the original principal amount of $850,000.00 which is initially convertible into 2,125,000 shares of Common Stock, and an associated warrant to purchase 2,125,000 shares of Common Stock, in each case subject to adjustment as provided on the terms of such Note and associated warrant. The total amount of funds used by MLTM to purchase such Note and associated warrant was $850,000.00 in cash, and such funds were provided by the personal funds of MLTM.

 

Item 5.Interest in Securities of the Issuer.

 

Item 5 of the Schedule 13D is hereby amended and restated as follows:

 

I. MLTM

 

(a)As of the date of this Schedule 13D, MLTM may be deemed to beneficially own an aggregate of 25,077,624 shares of Common Stock, including, (i) 12,221,112 shares of Common Stock issuable to MLTM upon conversion of the Notes held by MLTM, (ii) 12,221,112 shares of Common Stock issuable to MLTM upon exercise of the Issuer’s warrants to purchase Common Stock held by MLTM, and (iii) 510,830 shares of Common Stock held in the name of MLTM, which in the aggregate represents approximately 44.5%of the Common Stock outstanding as of March 28, 2014.

 

Page 4 of 10 Pages
 

 

(b)MLTM shares with the Trust the power to vote or direct the vote of, and to dispose or direct the disposition of, 24,953,054 shares of Common Stock.

 

(c)Since the Reporting Persons filed Amendment No. 5 to this Schedule 13D, MLTM effected the following transaction in the securities of the Issuer:

On March 28, 2014, pursuant to the Note Purchase Agreement, MLTM purchased one of the Issuer’s Notes in the original principal amount of $850,000.00 which is initially convertible into 2,125,000 shares of Common Stock, and an associated warrant to purchase 2,125,000 shares of Common Stock, in each case subject to adjustment as provided on the terms of such Note and associated warrant.

 

(d)The members of MLTM, including the Trust, have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock, and none of such membership interests, other than the membership interests held by the Trust, relates to more than five percent of the Common Stock.

 

II. Trust

 

(a)As of the date of this Schedule 13D, the Trust may be deemed to beneficially own an aggregate of 22,457,749 shares of Common Stock, including (i) 10,999,000 shares of Common Stock issuable to MLTM upon conversion of the Notes held by MLTM, (ii) 10,999,000 shares of Common Stock issuable to MLTM upon exercise of the Issuer’s warrants to purchase Common Stock held by MLTM, and (iii) 459,747 shares of Common Stock held in the name of MLTM, which in the aggregate represents approximately 39.8% of the Common Stock outstanding as of March 28, 2014. The Trust disclaims beneficial ownership of the shares of Common Stock to the extent that it does not have a pecuniary interest in such shares of Common Stock. As of the date of the filing of this Schedule 13D, the Trust holds a 90% pecuniary interest in the investment by MLTM in the Issuer.

 

(b)The Trust shares with MLTM the power to vote or direct the vote of, and to dispose or direct the disposition of, 24,953,054 shares of Common Stock.

 

(c)The information set forth in subpart (c) of Item 5(I) is incorporated by reference herein.
   
(d)The information set forth in subpart (d) of Item 5(I) is incorporated by reference herein.

 

Page 5 of 10 Pages
 

 

III. Judy Lenkin Lerner

 

(a)Judy Lenkin Lerner beneficially owns, through the Judy Lenkin Lerner Revocable Trust (the “Lerner Trust”), 1,578,427 shares of Common Stock, including (i) 443,945 of Common Stock issuable to the Lerner Trust upon conversion of the Notes held by the Lerner Trust, (ii) 443,945 shares of Common Stock issuable to the Lerner Trust upon exercise of the Issuer’s warrants to purchase Common Stock held by the Lerner Trust, (iii) 25,000 shares of the Issuer’s 10% convertible preferred stock convertible into 250,000 shares of Common Stock, (iv) warrants to purchase 125,000 shares of Common Stock, and (v) 315,537 shares of Common Stock (9,585 shares of which are registered in the name of Judy Lenkin Lerner), which in the aggregate represents approximately 4.8% of the Common Stock outstanding as of March 28, 2014.

 

(b)Judy Lenkin Lerner has the sole power to vote or direct the vote of, and to dispose or direct the disposition of, 1,578,427 shares of Common Stock.

 

(c)The information set forth in subpart (c) of Item 5(I) is incorporated by reference herein..
   
(d)Not applicable.

 

IV. Edward Lenkin

 

(a)Edward Lenkin beneficially owns 744,939 shares of Common Stock, including (i) 359,023 of Common Stock issuable to Edward Lenkin upon conversion of the Note held by Edward Lenkin, (ii) 359,023 shares of Common Stock issuable to Edward Lenkin upon exercise of the Issuer’s warrant to purchase Common Stock held by Edward Lenkin, and (iii) 26,893 shares of Common Stock, which in the aggregate represents approximately 2.3% of the Common Stock outstanding as of March 28, 2014.

 

(b)Edward Lenkin has the sole power to vote or direct the vote of, and to dispose or direct the disposition of, 744,939 shares of Common Stock.

 

(c)The information set forth in subpart (c) of Item 5(I) is incorporated by reference herein.
   
(d)Not applicable.

 

Page 6 of 10 Pages
 

 

V. Tom Bowersox

 

(a)Tom Bowersox beneficially owns 5,000 shares of Common Stock.

 

(b)Not applicable.

 

(c)Not applicable.

 

(d)Not applicable.

 

Item 6.Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

 

Item 6 of the Schedule 13D is hereby amended and restated as follows:

 

On May 3, 2011, the Issuer and the Lerner Trust entered into a Subscription Agreement, pursuant to which the Issuer issued and sold to the Reporting Persons 25,000 shares of its 10% convertible preferred stock, convertible by the Lerner Trust at any time into 250,000 shares of Common Stock.  The holders of the Preferred Stock are entitled to receive dividends at the rate of ten percent (10%) per annum payable quarterly.  

 

On March 6, 2012, the Issuer issued the Lerner Trust Warrant No. 232 to Purchase Shares of Common Stock, No Par Value, representing the right to purchase 125,000 shares of Common Stock.

 

Page 7 of 10 Pages
 

 

Pursuant to the Note Purchase Agreement dated August 24, 2012 (the “Note Purchase Agreement”), among Issuer, Reporting Persons and the other investors identified on the signature page thereto, the Issuer has issued and sold to the Investors an aggregate principal amount of $14,778,187.54 of Notes which are initially convertible into shares of Common Stock at a conversion price equal to $0.40 per share of Common Stock, subject to adjustment as provided on the terms of the Notes, and associated warrants to purchase, in the aggregate, 36,945,474 shares of Common Stock, subject to adjustment as provided on the terms of such warrants. Under the Note Purchase Agreement, (i) on August 24, 2012, the Issuer issued and sold to (A) MLTM a Note in the original principal amount of $1,463,443.30 which is initially convertible into 3,658,609 shares of Common Stock, and an associated warrant to purchase 3,658,609 shares of Common Stock, in each case subject to adjustment as provided on the terms of such Note and such warrant, and (B) the Lerner Trust a Note in the original principal amount of $102,577.78 which is initially convertible into 256,445 shares of Common Stock, and an associated warrant to purchase 256,445 shares of Common Stock, in each case subject to adjustment as provided on the terms of such Note and such warrant, (ii) on September 28, 2012, the Issuer issued and sold to (A) MLTM a Note in the original principal amount of $637,000.00 which is initially convertible into 1,592,500 shares of Common Stock, and an associated warrant to purchase 1,592,500 shares of Common Stock, in each case subject to adjustment as provided on the terms of such Note and such warrant, and (B) the Lerner Trust a Note in the original principal amount of $30,000.00 which is initially convertible into 75,000 shares of Common Stock, and an associated warrant to purchase 75,000 shares of Common Stock, in each case subject to adjustment as provided on the terms of such Note and such warrant, (iii) on December 17, 2012, the Issuer issued and sold to (A) MLTM a Note in the original principal amount of $146,334.00 which is initially convertible into 365,835 shares of Common Stock, and an associated warrant to purchase 365,835 shares of Common Stock, in each case subject to adjustment as provided on the terms of such Note and such warrant, and (B) the Lerner Trust a Note in the original principal amount of $20,000.00 which is initially convertible into 50,000 shares of Common Stock, and an associated warrant to purchase 50,000 shares of Common Stock, in each case subject to adjustment as provided on the terms of such Note and such warrant, (iv) on January 28, 2013, the Issuer issued and sold to (A) MLTM a Note in the original principal amount of $391,667.00 which is initially convertible into 979,168 shares of Common Stock, and an associated warrant to purchase 979,168 shares of Common Stock, in each case subject to adjustment as provided on the terms of such Note and such warrant, and (B) the Lerner Trust a Note in the original principal amount of $25,000.00 which is initially convertible into 62,500 shares of Common Stock, and an associated warrant to purchase 62,500 shares of Common Stock, and an associated warrant to purchase 62,500 shares of Common Stock, in each case subject to adjustment as provided on the terms of such Note and such warrant (v) on September 23, 2013, the Issuer issued and sold to MLTM a Note in the original principal amount of $400,000.00 which is initially convertible into 1,000,000 shares of Common Stock, and an associated warrant to purchase 1,000,000 shares of Common Stock, in each case subject to adjustment as provided on the terms of such Note and such warrant, (vi) on October 21, 2013, the Issuer issued and sold to MLTM a Note in the original principal amount of $198,997.60 which is initially convertible into 497,494 shares of Common Stock, and an associated warrant to purchase 497,494 shares of Common Stock, in each case subject to adjustment as provided on the terms of such Note and such warrant, (vii) on November 5, 2013, the Issuer issued and sold to MLTM a Note in the original principal amount of $1,000,000.00 which is initially convertible into 2,500,000 shares of Common Stock, and an associated warrant to purchase 2,500,000 shares of Common Stock, in each case subject to adjustment as provided on the terms of such Note and such warrant, and (vii) on March 28, 2014, the Issuer issued and sold to MLTM a Note in the original principal amount of $850,000.00 which is initially convertible into 2,125,000 shares of Common Stock, and an associated warrant to purchase 2,125,000 shares of Common Stock, in each case subject to adjustment as provided on the terms of such Note and associated warrant.

 

Page 8 of 10 Pages
 

 

On August 24, 2012, the Issuer and the Investors entered into a Registration Rights Agreement pursuant to which the Issuer granted to the Investors certain demand and piggyback registration rights with respect to the registration of certain Issuer securities under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder. In addition, on August 24, 2012, the Issuer, Axion International, and the Investors entered into a Security Agreement (the “Security Agreement”) pursuant to which the Issuer and Axion International granted a security interest and lien in all of their assets and rights to the Investors to secure the Issuer’s obligations under the Notes.

 

The Reporting Persons are parties to that certain Joint Filing Agreement dated as of September 4, 2012.

 

As stated in Item 4 of this Schedule 13D, Tom Bowersox and Allen Kronstadt were appointed to the Issuer’s board of directors on September 11, 2012.

 

On October 21, 2013, MLTM loaned the Issuer $201,002.40 and, in consideration of such loan, the Issuer issued and sold to MLTM one of its secured promissory notes. In connection with the issuance of the Issuer’s secured promissory notes, the Issuer, Axion International and the Investors entered into the First Amendment to Security Agreement dated October 21, 2013

 

On November 15, 2013, the Issuer, MLTM, and certain other investors entered into the Revolver.

 

On March 28, 2014, MLTM loaned the Issuer $850,000.00 and, in consideration of such loan, the Issuer issued and sold to MLTM one of its secured promissory notes. In connection with the issuance of the Issuer’s secured promissory notes, the Issuer, Axion International and the Investors entered into the Second Amendment to Security Agreement dated March 28, 2014

 

Item 7.Material to be Filed as Exhibits.

 

None.

 

Page 9 of 10 Pages
 

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date: March 28, 2014

 

  MLTM Lending, LLC
     
  By: TM Investments, LP,
    its administrative member
     
  By: CF Holdings, Inc.,
    its general partner
     
  By: /s/ Melvin Lenkin
  Name: Melvin Lenkin
  Title: President
     
  ML Dynasty Trust
     
  By: /s/ Tom Bowersox
  Name: Tom Bowersox
  Title: Trustee

 

Page 10 of 10 Pages