SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12b-25
Commission File Number 333-105793
NOTIFICATION OF LATE FILING
| (Check One): | ¨ Form 10-K | ¨ Form 11-K | ¨ Form 20-F | x Form 10-Q | ¨ Form N-SAR |
| For Period Ended: | September 30, 2012 |
| ¨ | Transition Report on Form 10-K | ¨ | Transition Report on Form 10-Q |
| ¨ | Transition Report on Form 20-F | ¨ | Transition Report on Form N-SAR |
| ¨ | Transition Report on Form 11-K |
| For the Transition Period Ended: |
READ ATTACHED INSTRUCTION SHEET BEFORE PREPARING FORM. PLEASE PRINT OR TYPE.
Nothing in this form shall be construed to imply that the Commission has verified any information contained herein. If the notification relates to a portion of the filing checked above, identify the item(s) to which the notification relates:
PART I
REGISTRANT INFORMATION
| Full name of registrant | Axion Power International, Inc. |
| Former name if applicable |
Address of principal executive office (Street and number)
3601 Clover Lane
New Castle, PA 16105
PART II
RULE 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check appropriate box.)
x (a) The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
x (b) The subject annual report, semi-annual report, transition report on Form 10-K, 20-F, 11-K or Form N-SAR, or portion thereof will be filed on or before the 15th calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q, or portion thereof will be filed on or before the fifth calendar day following the prescribed due date; and
¨ (c) The accountant's statement or other exhibit required by Rule 12b-25(c)has been attached if applicable.
PART III
NARRATIVE
State below in reasonable detail the reasons why Form 10-K, 11-K, 20-F, 10-Q, N-SAR or the transition report portion thereof could not be filed within the prescribed time period. (Attach extra sheets if needed.)
The issuer filed its Form 10-Q via EDGAR before 5:30 PM on November 14, 2012, which was the filing deadline for its September 30, 2012 Form 10-Q. However, according to the Company’s EDGAR filer, the SEC’s EDGAR system “slowed down”, thus although the filer attempted to file prior to the 5:30 PM ET deadline, it was not accepted by the EDGAR system and time stamped until after 5:30 PM. Thus, the issuer received November 15, 2012 as its filing date rather than November 14, 2012. The issuer considers its filing to have been made in a timely manner before the deadline and has submitted a letter to the SEC to that effect; however, it is also filing this Form 12b-25 as a precautionary measure.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
| Tom Granville | 724-654-9300 |
| (Name) | (Area Code) (Telephone number) |
(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s).
| x Yes | ¨ No |
(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?
| ¨ Yes | x No |
If so: attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
| Axion Power International, Inc. |
| (Name of Registrant as Specified in Charter) |
Has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
| Date November 15, 2012 | /s/ Charles Trego | |
| Name: | Charles Trego | |
| Title: | Chief Financial Officer |
INSTRUCTION. The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative's authority to sign on behalf of the registrant shall be filed with the form.
ATTENTION
Intentional misstatements or omissions of fact constitute Federal criminal violations. (See 18 U.S.C. 1001).