AXPWQ Axion Power International Inc (CE)

   

 

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 EARLIEST EVENT REPORTED: February 8, 2016

 

AXION POWER INTERNATIONAL, INC.

(Exact name of Registrant as specified in its charter)

 

Delaware	000-22573	65-0774638
(State or other jurisdiction of  incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

 

3601 Clover Lane

New Castle, PA 16105

(Address of principal executive offices)

 

(724) 654-9300

(Registrant’s telephone number, including area code)

 

(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))

 

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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

ITEM 3.01  Transfer of Listing

 

The Board of Directors of Axion Power International, Inc. (the “Company”) approved delisting of the Company’s equity securities from the Nasdaq Capital Market and transfer to the OTCQB, to occur on February 8, 2016. A copy of the Company’s press release, announcing the transfer is attached hereto as Exhibit 99.1. In its press release, the Company states that it has become aware that it is not in compliance with the continued listing requirement set forth in Rule 5550(a)(2) as the bid price for the Company's common stock has closed below $1.00 for the past consecutive 30 days. Notwithstanding our previously issued press release, the Company may reconsider a reverse stock split in the future should market conditions warrant.

 

ITEM 9.01 Exhibit

 

Exhibit 99.1 Press Release, dated January 29, 2016

 

SIGNATURES

 

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 duly authorized.

 

Dated: February 8, 2016

 

	Axion Power International, Inc.
	By:	/s/ Richard H. Bogan
	Richard H. Bogan
	Chief Executive Officer

 

 

 

    

EXHIBIT 99.1

 

NEW CASTLE, Pa., Jan. 29, 2016 /PRNewswire/ — Axion Power International, Inc. (Nasdaq: AXPW), or "The Company," announced that it plans to voluntarily delist from Nasdaq on the earliest date in compliance with the 10-day notice period to Nasdaq, and filing of its Form 25 with the SEC.

 

The Company is seeking delisting due to the costs and compliance requirements of a Nasdaq listing, such as meeting listing requirements and certain additional approval requirements for issuance of additional securities.   Furthermore, the Company has become aware that it is not in compliance with the continued listing requirement set forth in Rule 5550(a)(2) as the bid price for the Company's common stock has closed below $1.00 for the past consecutive 30 days.  The Company has no plans to seek shareholder approval for a further reverse split of its Common Stock, thus it could not assure ability to achieve compliance within the time periods proscribed.

 

About Axion Power International, Inc.

Axion Power is a technology leader in lead-carbon energy storage.  Its PbC battery technology utilizing proprietary activated carbon electrodes is the only advanced battery that can be assembled on existing lead-acid production lines throughout the world. Axion Power's primary goal is to become the leading supplier of carbon electrode assemblies for lead-acid battery companies around the world.

 

For more information, visit www.axionpower.com

 

Forward-looking Statements

Certain statements in this Press Release are "forward-looking statements" within the meaning of the Private Securities Litigation Act of 1995. These forward-looking statements are based on our current expectations and beliefs and are subject to a number of risk factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. Such risks and uncertainties include the risk for the Company to complete its development work, as well as the risks inherent in commercializing a new product (including technology risks, market risks, financial risks and implementation risks, and other risks and uncertainties affecting the Company), as well as other risks that have been included in filings with the Securities and Exchange Commission, all of which are available at www.sec.gov. We disclaim any intention or obligation to revise any forward-looking statements, including, without limitation, financial estimates, whether as a result of new information, future events, or otherwise.

 

Contacts

 

DresnerAllenCaron

Rudy Barrio (Investors)

rbarrio@dresnerallencaron.com

(212) 691-8087

  

SOURCE Axion Power International, Inc. 

Communicate with management

Jan 29, 2016