Axon Enterprise, Inc 8-K/A, filed Mar 14, 2025
Axon Enterprise, Inc. (AXON)
8-K/A
2025-03-14
For: 2025-03-06
View Original
Added on
April 10, 2026
About this 8-K/A
Axon Enterprise, Inc filed this 8-K/A on March 14, 2025, reporting on events of March 6, 2025.
Items reported
- Item 3.02: Unregistered sale of equity
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________________________________________
Form 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
________________________________________________________
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
(Address of principal executive offices, including zip code)
(480 ) 991-0797
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
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 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). Emerging growth company o
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. o
Explanatory Note
Item 3.02 Unregistered Sales of Equity Securities
The information set forth under Item 8.01 below with respect to the shares of common stock to be issued pursuant to the Exchange Transactions (as defined herein) is incorporated into this Item 3.02 by reference, insofar as it relates to the unregistered sales of equity securities.
Item 8.01 Other Events
On March 13, 2025, the Company closed the separate, privately negotiated exchange transactions disclosed in the Original 8-K (collectively, the “Exchange Transactions”) with certain holders (the “Holders”) of its 0.50% Convertible Senior Notes due 2027 (the “Notes”). In the Exchange Transactions, Holders exchanged $407,453,000 in aggregate principal amount of the Notes for an aggregate principal amount of $407,954,826.34 in cash (inclusive of accrued interest and fractional shares) and an aggregate of 1,038,259 shares of the Company’s common stock, par value $0.00001 per share.
Item 9.01 Financial Statements and Exhibits
(d)Exhibits
Exhibit Number | Exhibit Description | |||||||
| 104 | The cover page from this Current Report on Form 8-K, formatted as Inline XBRL | |||||||
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: March 14, 2025 | Axon Enterprise, Inc. | ||||||||||
| By: | /s/ BRITTANY BAGLEY | ||||||||||
| Brittany Bagley Chief Operating Officer and Chief Financial Officer | |||||||||||