Current Report Filing (8-k)
October 14 2015 - 12:29PM
Edgar (US Regulatory)
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) October 14, 2015 (October 13, 2015)
AXION INTERNATIONAL HOLDINGS, INC.
(Exact name of registrant
as specified in its charter)
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Colorado
(State or other jurisdiction
of incorporation) |
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0-13111
(Commission File
Number) |
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84-0846389
(IRS Employer
Identification No.) |
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4005 All American
Way, Zanesville, Ohio
(Address of principal
executive offices) |
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43701
(Zip Code) |
Registrant’s telephone number,
including area code: (740) 452-2500
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)) |
| ITEM 4.01 | Changes in Registrant’s Certifying Accountant |
On October 13, 2015 (the “Dismissal
Date”), the Board of Directors of Axion International Holdings, Inc. (the “Company”) replaced BDO USA,
LLP (“BDO”) as the Company’s independent registered public accounting firm, and appointed GBQ PARTNERS LLC (“GBQ”)
as the Company’s new independent registered public accounting firm.
BDO’s reports on the Company’s
consolidated financial statements for the fiscal years ended December 31, 2014 and 2013 did not contain an adverse opinion or disclaimer
of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principle.
The reports of BDO on the Company’s
financial statements for each of the fiscal years ended December 31, 2014 and 2013 contained an explanatory paragraph, which noted
that there was substantial doubt about the Company’s ability to continue as a going concern.
During the fiscal years ended December
31, 2014 and 2013 and through the Dismissal Date, there were no disagreements between the Company and BDO on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to
BDO’s satisfaction, would have caused them to make reference thereto in their reports on the Company’s financial statements
for such periods.
None of the reportable events described
in Item 304(a)(1)(v) of Regulation S-K occurred during the fiscal years ended December 31, 2014 and 2013 and through the Dismissal
Date.
During the two most recent fiscal years and through the current
date, neither the Company nor anyone on its behalf consulted with GBQ regarding the application of accounting principles to a specified
transaction or the type of audit opinion that might be rendered on the Company’s financial statements.
The Company provided BDO with a copy of
this disclosure set forth under this Item 4.01 and requested BDO to furnish a letter addressed to the Securities & Exchange
Commission stating whether or not it agrees with the above statements. A copy of the letter from BDO is attached hereto as Exhibit
16.1.
| ITEM 9.01 | Financial Statements and Exhibits |
| 16.1 | Letter addressed to the Commission from BDO dated October
14, 2015. |
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: October 14, 2015 |
AXION INTERNATIONAL HOLDINGS, INC. |
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By: |
/s/ Donald Fallon |
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|
Donald W. Fallon
Chief Financial Officer |
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Exhibit Index
| 16.1 | Letter addressed to the Commission from BDO dated October
14, 2015 |
Exhibit 16.1
BDO USA, LLP
October 14, 2015
Securities and Exchange Commission
100 F Street, N.W.
Washington, DC 20549-7561
We have been furnished with a copy of the
response to Item 4.01 of Form 8-K for the event that occurred on October 13, 2015, to be filed by our former client, Axion International
Holdings, Inc. We agree with the statements made in response to that Item insofar as they relate to our Firm.
Very truly yours,
/s/ BDO USA, LLP