Item 3.02 Unregistered Sales of Equity Securities

On November 16, 2009, Axion International Holdings, Inc. (the "Company") accepted an investment of $410,000 for 200,000 restricted common shares, or $2.05 per share, and 20,000 3-year warrants, exercisable at $2.91 per share. This was the second investment made by an accredited investor who had previously invested $975,000 in September, 2009, to acquire 500,000 restricted common shares, or $1.95 per share, among other securities, as reported by Registrant in a current report on Form 8-K filed with the Commission on October 1, 2009. For this second investment, the Company paid a placement fee to Newbridge Securities Corp. of $8,200 and 20,000 3-year warrants, also at the exercise price of $2.91 per share. This investment acknowledges the investor's willingness to support the Company's expanding business. The Company embraces this investment as part of its strategic planning growth initiatives which must compensate for the current U.S. banking system's reluctance to provide alternative financing to the business economy.

The issuance of these Company securities is being made in reliance upon the exemptions from the registration requirements of the Securities Act of 1933, as amended in reliance upon Rule 506 of Regulation D promulgated thereunder and
Section 4(2) thereof

Item 9.01 Financial Statements and Exhibits

Exhibits

10.18 Form of Securities Purchase Agreement, dated as of November 16, 2009, by and between, the Company and Purchaser, with Warrant as an Exhibit.