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

~~May~~June 2924, 2019

Date of Report (date of earliest event reported)

AirXpanders, Inc.

(Exact name of Registrant as specified in charter)

Delaware

000-55781

20-2555438

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I. R. S. Employer

Identification No.)

3047 Orchard Parkway, CA, 95134

(Address of principal executive offices)

Registrant's telephone number, including area code: (650) 390-9000

N/A

(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:

☐

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Act: None

Item 51.0201 - ~~Departure~~Entry ofInto ~~Directors~~A orMaterial ~~Certain~~Definitive ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Agreement.

OnAirXpanders, ~~May~~Inc. ~~29,~~(the ~~2019,~~“Company”) ~~Scott~~has entered ~~Murcray~~into ~~resigned~~a asForbearance ~~Chief~~Agreement ~~Financial~~(the ~~Officer~~“Forbearance Agreement ”) with respect to the Company’s Loan and ~~Chief~~Security ~~Operating~~Agreement ~~Officer of~~dated ~~AirXpanders~~August 4, ~~Inc.~~2017, as amended (the “~~Company~~Agreement”), ~~effective~~with ~~June~~Oxford 7,Finance ~~2019,~~LLC (“Oxford”). toThe ~~pursue~~effective ~~other~~date ~~opportunities. There~~of ~~were~~the noForbearance ~~disagreements~~Agreement ~~between~~is ~~Mr.~~June ~~Murcray~~21, ~~and~~2019 ~~the~~(US ~~Company~~time), onwhen ~~any~~AirXpanders ~~matter~~transferred ~~relating~~US$500,000 to ~~the~~a ~~Company’s~~restricted ~~operations,~~account ~~policies~~under orthe ~~practices~~sole ~~that~~control ~~resulted~~of inOxford ~~his resignation~~Finance.

~~The~~Under ~~Company~~the ~~and~~Forbearance ~~Mr.~~Agreement, ~~Murcray~~Oxford ~~anticipate~~has ~~entering into~~agreed athat ~~consulting~~it ~~agreement~~will toforbear, ~~assist~~during the ~~Company~~Forbearance inPeriod ~~the~~(as ~~orderly~~defined ~~transition of his Chief Financial Officer responsibilities~~below), from ~~pursuant~~filing toany ~~which~~legal ~~Mr.~~action ~~Murcray~~or ~~will~~instituting beor ~~available~~enforcing toany ~~answer~~rights ~~questions~~ and ~~otherwise~~remedies ~~assist~~it inmay ~~the~~have ~~transition~~against ofthe ~~his~~Company ~~responsibilities~~ in aconnection ~~manner~~with ~~that~~existing ~~does~~and ~~not~~ongoing ~~interfere~~defaults ~~with~~under ~~his~~the ~~responsibilities elsewhere~~Agreement.

~~Upon~~The ~~Mr.~~forbearance ~~Murcray's~~period ~~departure,~~(the ~~Mr.~~“Forbearance ~~Frank~~Period”) ~~Grillo~~under the Forbearance Agreement will expire on the earliest to occur of (a) June 30, ~~President~~2019 (unless (i) the Company receives one or more merger and ~~Chief~~acquisition ~~Executive~~offerings ~~Officer~~or refinance indications of interest satisfactory to Oxford (“M&A Offerings or Refinance Indications”) prior to June 30, 2019 in which case such date will ~~assume~~be ~~the~~extended ~~role~~to ofJuly ~~principal~~8, ~~financial~~2019, and ~~accounting~~(ii) ~~officer~~if ~~until~~the Company executes a ~~new~~term ~~Chief~~sheet ~~Financial~~for ~~Officer is~~one ~~appointed.~~or ~~Mr.~~more ~~Murcray~~M&A Offerings or Refinance Indications prior to July 8, 2019, in which case such date will ~~continue~~be further extended to ~~direct~~July 31, 2019), (b) the ~~company's~~failure ~~finance~~of the Company to comply with any of the terms or undertakings of the Forbearance Agreement, (c) the occurrence of any further events of default (as defined in the Agreement), other than the existing and ~~operations~~ongoing ~~organization~~defaults ~~until~~under ~~his~~the ~~departure~~Agreement ~~date~~to maintain minimum liquidity levels and achieve minimum revenue levels, and ~~will~~(d) ~~assist~~the ~~with~~date the ~~transition~~Company joins in, assists, cooperates, or participates as an adverse party or adverse witness in any suit or other proceeding against Oxford related to the Agreement.

~~Signature~~The forgoing description of the Forbearance Agreement is qualified in its entirety by reference to the full text of the Forbearance Agreement, a copy of which will, upon the Forbearance Agreement becoming effective, be filed in an SEC Form 8-K and provided to ASX.

~~Pursuant~~The forgoing description of the Forbearance Agreement is qualified in its entirety by reference to the ~~requirements~~full text of the ~~Securities~~Forbearance ~~Exchange~~Agreement, ~~Act~~a copy of ~~1934,~~which ~~the~~is ~~Registrant~~filed ~~has~~in ~~duly~~Exhibit ~~caused~~10.1 to this current report toon beForm ~~signed~~8-K onand ~~its~~is ~~behalf~~incorporated by ~~the~~reference ~~undersigned hereunto duly authorized~~herein.

Dated: May 29, 2019		AIRXPANDERS, INC.
		/s/Scott Murcray
		Scott Murcray Chief Financial Officer and Chief Operating Officer
		Duly Authorized Officer

Item 9.01 - Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

No.

Description

10.01

Forbearance Agreement between the Company and Oxford Finance LLC dated June 11, 2019

Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: June 24, 2019		AIRXPANDERS, INC.

		/s/ Frank Grillo
		Frank Grillo President and Chief Executive Officer
		Duly Authorized Officer

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