Form 8-K AXON ENTERPRISE, INC. For: Dec 06

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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Form 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

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December 6, 2022

Date of Report (Date of earliest event reported)

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Axon Enterprise, Inc.

(Exact name of registrant as specified in its charter)

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17800 N. 85^th St.

Scottsdale, Arizona 85255

(Address of principal executive offices, including zip code)

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(480) 991-0797

(Registrant’s telephone number, including area code)

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Not Applicable

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

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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:

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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 ☐

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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. ☐

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Item 8.01Other Events.

On December 6, 2022, Axon Enterprise, Inc. (the “Company”) issued a press release announcing the pricing of its private offering (the “Notes Offering”) of $600 million aggregate principal amount of 0.50% convertible senior notes due 2027 (the “Notes”) to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933 (the “Securities Act”). The Notes Offering was upsized from the previously announced offering of $500 million aggregate principal amount of Notes. The Company also granted the initial purchasers of the Notes an option to purchase up to an additional $90 million aggregate principal amount of the Notes, for settlement within a 13-day period beginning on, and including, the first date on which the Notes are issued. A copy of the press release announcing the pricing of the Notes is being furnished as Exhibit 99.1 to this Current Report and is incorporated herein by reference.

In connection with the pricing of the Notes, the Company has entered into privately negotiated convertible note hedge transactions with certain of the initial purchasers of the Notes or their affiliates and other financial institutions (the “option counterparties”). The Company also entered into warrant transactions with the option counterparties.

The information included in this Current Report on Form 8-K is neither an offer to sell nor a solicitation of an offer to buy any securities.

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Item 9.01Financial Statements and Exhibits.

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(d) Exhibits.

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SIGNATURE

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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.

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