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As Of Filer Filing For·On·As Docs:Size Issuer Agent 10/24/14 Axion Power International, Inc. S-1MEF 10/24/14 3:58K Vintage/FA |
Document/Exhibit Description Pages Size 1: S-1MEF Registration of Additional Securities HTML 32K 2: EX-5.1 Opinion re: Legality HTML 10K 3: EX-23.2 Consent of Experts or Counsel HTML 7K
As filed with the Securities and Exchange Commission |
Registration Statement No. 333- |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
REGISTRATION STATEMENT
ON FORM S-1
UNDER
THE SECURITIES ACT OF 1933
AXION POWER INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Delaware | 3690 | 65-0774638 |
(State or other jurisdiction of | (Primary Standard Industrial | (I.R.S. Identification Number) |
incorporation or organization) | Classification Code Number) |
3601 Clover Lane
New Castle, Pennsylvania 16105
Telephone (724) 654-9300
(Address, including zip code, and telephone number, including
area code, of registrant’s principal executive offices)
David DiGiacinto
Chief Executive Officer
3601 Clover Lane
New Castle, Pennsylvania 16105
Telephone (724) 654-9300
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
with copies to:
Jolie Kahn, Esq. | Steven M. Skolnick, Esq. |
1020 Riverview | Lowenstein Sandler LLP |
Conshohocken, PA 19428 | 1251 Avenue of the Americas |
New York, New York 10020 | |
Telephone (215) 253-6645 | Telephone (212) 262-6700 |
Approximate Date of Commencement of Proposed Sale to the Public: As soon as practicable after the effective date hereof.
If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ¨
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. x (File No. 333-197978)
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “small reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer o | Accelerated filer o |
Non-accelerated filer o | Smaller reporting company x |
(Do not check if a smaller reporting company) |
CALCULATION OF REGISTRATION FEE
Title
of each class of securities to be registered | Proposed
maximum aggregate offering price(1) | Amount of registration fee | ||||||
Common stock, no par value (2)(3) | $ | 115,000 | $ | 13.36 | (7) | |||
Warrants to purchase common stock(2) | — | (4) | — | (5) | ||||
Shares of common stock underlying warrants (2)(3) | $ | — | $ | — | ||||
Representative's warrants | — | — | (6) | |||||
Shares of common stock underlying Representative's warrants (3) | $ | — | $ | — | ||||
Total | $ | 115,000 | $ | 13.36 |
(1) | Estimated solely for the purpose of calculating the registration fee under Rule 457(o) of the Securities Act. |
(2) | Includes shares of common stock and warrants to purchase shares of common stock which may be issued upon exercise of a 45-day option granted to the underwriter to cover over-allotments, if any. |
(3) | Pursuant to Rule 416 under the Securities Act, the securities being registered hereunder include such indeterminate number of additional shares of common stock as may be issued after the date hereof as a result of stock splits, stock dividends or similar transactions. |
(4) | The warrants to be issued to investors hereunder are included in the price of the common stock above. |
(5) | No separate registration fee is required pursuant to Rule 457(g) promulgated under the Securities Act. |
(6) | Assumes the underwriter’s over-allotment is fully exercised. |
(7) | Paid with filing of the original Registration Statement on Form S-1, filed on August 8, 2014. |
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(a), MAY DETERMINE.
EXPLANATORY NOTE
This registration statement is being filed pursuant to Rule 462(b) as promulgated under the Securities Act of 1933, as amended. Axion Power International, Inc. (the “Registrant”) hereby incorporates by reference into this registration statement the contents of the Registration Statement on Form S-1, as amended (Registration No. 333-197978), including the exhibits thereto (the “Original Registration Statement”), which was declared effective by the Securities and Exchange Commission on October 23, 2014. This registration statement is being filed solely to increase the amount of securities offered pursuant to the Original Registration Statement. The required opinion of counsel and related consent and accountant’s consent are attached hereto and filed herewith.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits and Financial Statement Schedules.
All exhibits filed or incorporated by reference in the registrant’s Registration Statement on Form S-1, as amended (File No. 333-197978), are incorporated by reference into, and shall be deemed to be part of, this Registration Statement, except for the following, which are filed herewith:
5.1 | Opinion of Jolie Kahn, Esq. re: legality. |
23.1 | Consent of Jolie Kahn, Esq. (included in Exhibit 5.1). |
23.2 | Consent of EFP Rotenberg, LLP |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in New Castle, Pennsylvania, on the 24th day of October, 2014.
AXION POWER INTERNATIONAL, INC.
By: /s/ David DiGiacinto | |
David DiGiacinto, Principal Executive Officer | |
By: /s/ Charles Trego | |
Charles Trego, Principal Financial Officer | |
Date: October 24, 2014 |
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:
Signature | Title | Date | ||
/s/ David T. DiGiacinto | Director | October 24, 2014 | ||
David T. DiGiacinto | ||||
/s/ Michael Kishinevsky | Director | October 24, 2014 | ||
Michael Kishinevsky | ||||
/s/ Charles Trego | Director | October 24, 2014 | ||
Charles Trego | ||||
/s/ D. Walker Wainwright | Director | October 24, 2014 | ||
D. Walker Wainwright |
79 |
This ‘S-1MEF’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on / Effective on: | 10/24/14 | 424B3 | ||
10/23/14 | 8-A12B | |||
8/8/14 | S-1 | |||
List all Filings |