AXON Enterprise Inc.
12/10/2025 | Press release | Distributed by Public on 12/10/2025 07:45
Private Placement (Form 8-K)
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 Agreements (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 December 9, 2025, Axon Enterprise, Inc. (the "Company") entered into separate, privately negotiated agreements (the "Exchange Agreements") with certain holders (the "Holders") of the Company's 0.50% convertible senior notes due 2027 (the "Notes"). Pursuant to these Exchange Agreements, the Company and the Holders have agreed, subject to customary closing conditions, to exchange approximately $177.9 million aggregate principal amount of the Notes for exchange consideration consisting of cash and shares of its common stock that will be determined over a one trading day averaging period on December 10, 2025. Assuming the per share volume-weighted average price of the common stock during the averaging period is $550.95 (the closing price of the common stock on December 5, 2025), the Company expects to issue an aggregate of approximately 468,000 shares of common stock upon consummation of the exchanges. The cash portion of the exchange consideration will include cash for the aggregate principal amount of the Notes being exchanged and cash in lieu of any fractional shares of common stock, as well as a cash payment for accrued and unpaid interest on the Notes being exchanged. Following the closing of the exchanges, which is expected to occur on or about December 16, 2025, the Company would have approximately $100.1 million aggregate principal amount of Notes outstanding.
In connection with these exchanges, the Company expects the various exchange agreement counterparties who have hedged their equity price risk with respect to the Notes being exchanged (the "hedged holders") will unwind all or part of their hedge positions by purchasing the Company's common stock and/or entering into or unwinding various derivative transactions with respect to the Company's common stock. The amount of the Company's common stock to be purchased by the hedged holders or the notional number of shares of the Company's common stock underlying such derivative transactions may be substantial in relation to the historic average daily trading volume of the Company's common stock. This activity by the hedged holders could increase (or reduce the size of any decrease in) the market price of the Company's common stock. The Company cannot predict the magnitude of such market activity or the overall effect it will have on the price of its common stock.
The issuance of the shares of the Company's common stock to the Holders pursuant to the Exchange Agreements will be made pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), provided by Section 4(a)(2) thereof. The Company is relying, in part, upon representations from each Holder that, among other things, it and any account for which it is acting, is (i) an institutional "accredited investor" as defined in Rule 501(a)(1), (2), (3), (7) or (9) under the Securities Act and (ii) a "qualified institutional buyer" as defined in Rule 144A promulgated under the Securities Act.
The shares of the Company's common stock to be issued in the exchanges have not been registered under the Securities Act or the securities laws of any U.S. state securities or other jurisdiction, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and such other jurisdictions. This Current Report on Form 8-K does not constitute an offer to buy or sell or the solicitation of an offer to sell or buy Notes or shares of the Company's common stock in any jurisdiction in which such an offer, purchase or sale would be unlawful.
AXON Enterprise Inc. published this content on December 10, 2025, and is solely responsible for the information contained herein. Distributed via Edgar on December 10, 2025 at 13:45 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]