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~~December 31, 2015 (~~October~~November 2821, 2015)

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

Identification No.)

4005 All American Way, Zanesville, Ohio

(Address of principal executive offices)

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))

1¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

~~ITEM~~¨ ~~1.01~~Pre-commencement ~~Entry~~communications ~~into~~pursuant ato ~~Material~~Rule ~~Definitive~~14d-2(b) ~~Agreement~~under the Exchange Act (17 CFR 240.14d-2(b))

~~Effective~~¨ ~~October~~Pre-commencement ~~28,~~communications ~~2015~~pursuant ~~(the~~to ~~“Effective Date”),~~Rule ~~Axion International Holdings, Inc.~~ 13e-4(~~“Holdings”~~c) ~~entered~~under ~~into an Agreement (~~the ~~“Agreement”), by~~Exchange ~~and~~Act ~~among Samuel G. Rose, Melvin Lenkin, Edward Lenkin, Julie Walters, RPM Greenbaum and the 401~~(k)17 ~~Plan~~CFR ~~dated December 1, 1992, Judy Lenkin Lerner, Judy Lenkin Lerner Revocable Trust, ML Dynasty Trust, MLTM Lending, LLC , TM Investments LP, Thomas O~~240. ~~Bowersox, Southern Management Corporation~~ 13e-4(~~all of the foregoing parties collectively and individually referred to as the “Rose Lenkin SM Parties”~~c)~~, Holdings, Axion International, Inc. (“International”~~) and Axion Recycled Plastics Incorporated (collectively with Holdings and International, “Axion”), with the objective of eliminating Axion’s debt obligations held by the Rose Lenkin SM Parties and reducing the equity interests in Holdings held by the Rose Lenkin SM Parties in order to facilitate Axion’s ability to restructure its consolidated balance sheet and raise additional capital.

~~Under~~Item ~~the terms of the Agreement, each of the Rose Lenkin SM Parties has sold to Axion all of its debt obligations in the aggregate of $19~~1.~~7 million issued by Axion to such party (‘Cancelled Debt”), for an aggregate total sales price of Two Dollars ($2~~01.~~00).~~ ~~Excepting~~Entry ~~(i)~~into ~~for~~a ~~these~~Material ~~sales of~~Definitive Cancelled Debt, (ii) for the shares of common stock in Holdings which such party obtained in exchange for the warrants granted to them (collectively, “Rose Lenkin SM Parties Warrant Stock”) as set forth below, and (iii) for the preferred shares of Holdings stock (“Preferred Shares”) as set forth below, each of the Rose Lenkin SM Parties agrees that the remainder of the Axion shares, interests and rights he, she or it holds are surrendered to Axion for cancellation, including the cancellation of all other indebtedness owing from Axion to such parties, including any unpaid interest, and the termination of all rights they possess under any ancillary agreements pertaining to such indebtedness or shares, as well as the full release of all claims which they may possess against Axion and its respective officers, directors, employees, and representatives.Agreement

~~The~~Interim ~~Rose~~Promissory ~~Lenkin SM Parties will retain the shares of Rose Lenkin SM Parties Warrant Stock~~Note, ~~being specifically the following shares: 10,864,529 owned by Samuel G. Rose,~~ ~~10,204,109~~Loan ~~shares owned by MLTM, 294,153 shares owned by Edward Lenkin, 364,944 shares owned by Judy Lenkin Lerner,~~ and ~~717,090 owned~~Security ~~by Southern Management. The Rose Lenkin SM Parties agree to return 9.0 million shares of Holdings common stock.~~Agreement

~~The~~On ~~Rose~~November 24, ~~Lenkin~~2015, SMAxion ~~Parties~~International ~~have~~Holdings, ~~also~~Inc. ~~agreed~~and its subsidiaries (individually and collectively the “Company”) entered tointo ~~sell~~a Promissory Note, ~~assign~~Loan and ~~transfer~~Security anAgreement ~~aggregate~~(the of“Agreement”) ~~275~~with Plastic Ties Financing, LLC for a $500,000 loan. ofThis ~~Preferred~~loan ~~Shares~~was made in anticipation of ~~Holdings~~the ~~stock~~Company tofiling a ~~designee~~petition offor ~~Axion~~reorganization ~~for~~under anchapter ~~aggregate~~11 of the U.S. Bankruptcy ~~total~~Code. ~~sales~~A ~~price~~copy of ~~Two~~the ~~Dollars~~Agreement ~~($2~~is attached hereto as Exhibit 99.~~00)~~1.

~~Under~~In anticipation of the Agreement, ~~Holdings agrees to~~Allen ~~maintain~~R. inKronstadt ~~full~~entered ~~force~~into ~~and~~an ~~effect~~agreement ~~directors~~with ~~and~~the ~~officers~~Company ~~liability~~to ~~insurance~~forgive ~~policies~~certain ~~covering~~debt ~~former~~obligations ~~officers~~due ~~and~~from ~~directors, which policies shall provide coverage for such parties that is at least as extensive as~~ the ~~coverage~~Company ~~under~~to ~~the~~Mr. ~~policies that are in force~~Kronstadt ~~as of~~ (the ~~date~~“Kronstadt ~~of this~~ Agreement”). InA ~~the~~copy ~~event~~of ~~Holdings is unable to maintain or renew all such policies upon~~ the ~~same~~Kronstadt orAgreement ~~better terms~~is ~~and~~attached ~~conditions~~as ~~with~~Exhibit respect to former officers and directors, then Holdings agrees to provide written notice to the Rose Lenkin SM Parties at least 60 days prior to the expiration, cancellation or other termination of such policies99.2.

~~Pursuant~~Term toLoan aAgreement bank term loan to Axion which was guaranteed by Melvin Lenkin and Samuel G. Rose and another individual, Melvin Lenkin and Samuel G. Rose agree to remain as guarantors of such loan and agree to cooperate with Axion in regards to possible modifications to such loan. Melvin Lenkin’s and Samuel G. Rose’s obligations for cooperation are contingent upon the remaining individual similarly agreeing to remain as a guarantor of such loan and agreeing to cooperate.

Axion inInternational ~~regards~~Holdings, toInc. (the “Company”) ~~Rose~~has ~~Lenkin~~reached ~~SM Parties~~an ~~and~~agreement ~~the~~with ~~Rose~~Plastic ~~Lenkin~~Ties SMFinancing ~~Parties~~LLC in(the ~~regards~~“Lender”), toregarding ~~Axion,~~terms ~~have~~of a ~~agreed~~financial torestructuring ~~fully~~plan. To implement the restructuring, ~~finally~~the ~~and~~Company ~~forever~~expects ~~settle~~to ~~and~~voluntarily ~~release~~commence ~~all~~a ~~claims~~reorganization under ~~that~~chapter ~~now~~11 ~~exist,~~of ~~may~~the ~~exist~~U.S. orBankruptcy ~~previously~~Code ~~existed,~~on ~~whether~~or ~~known~~before orDecember ~~unknown~~3, 2015.

2The Company will continue to operate its businesses as debtors-in-possession under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and the orders of the Bankruptcy Court. The Company will also promptly seek to implement a sale of substantially all of the assets of the Company pursuant to section 363(b) of the Bankruptcy Code (the “363 Sale”).

~~ITEM~~In 9connection with the financial restructuring, the Company entered into the Debtor-in-Possession Term Loan/Lender Sponsored Transaction Term Sheet which incorporates the economic terms agreed to by the parties, as memorialized in a term sheet dated November 25, 2015 (the “DIP Term Sheet”).01 A ~~Financial~~copy ~~Statements~~of ~~and~~the ~~Exhibits~~DIP Term Sheet is attached as Exhibit 99.3.

~~(d)~~Asset ~~Exhibits~~Purchase Agreement Stalking Horse Term Sheet

~~10.1~~In ~~Agreement~~connection ~~effective~~with the ~~October~~363 28Sale, on November 25, 2015, ~~and~~the ~~dated~~Company ~~October~~entered 20into an Asset Purchase Agreement Stalking Horse Term Sheet (the “Stalking Horse Term Sheet”), ~~2015~~with Allen R. Kronstadt, whereby, Mr. Kronstadt will act as the stalking horse bidder through the commitments contemplated in the Stalking Horse Term Sheet. As part of the 363 Sale, the Company will run a competitive auction process to sell its assets. A copy of the Stalking Term Sheet is attached as Exhibit 99.4.

~~SIGNATURES~~Item 9.01 Exhibits

~~Pursuant~~(d) ~~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.~~Exhibits

Date: November 3, 2015	AXION INTERNATIONAL HOLDINGS, INC.
Exhibit
	By:	/s/ Donald W. Fallon
Number		Description of Exhibit
		Donald W. Fallon Chief Financial Officer
99.1		Promissory Note, Loan and Security Agreement between the Company and Plastic Ties Financing, LLC
99.2		Debt Forgiveness Agreement with Allen R. Kronstadt
99.3		Debtor-in-Possession Term Loan/Lender Sponsored Transaction Term Sheet
99.4		Asset Purchase Agreement Stalking Horse Term Sheet

~~Exhibit Index~~SIGNATURES

~~Exhibit~~Pursuant ~~No.~~to ~~Description~~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.

10.1 Agreement effective October 28, 2015 and dated October 14, 2015

Date: December 1, 2015	AXION INTERNATIONAL HOLDINGS, INC.

	By:	/s/ Donald W. Fallon
		Donald W. Fallon Chief Financial Officer

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