UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
May 26, 2016
Date of Report (Date of Earliest Event Reported)
UNI-PIXEL, INC.
(Exact Name of Small Business Issuer as Specified in Its Charter)
| DELAWARE | 001-34998 | 75-2926437 | ||
| (State or Other Jurisdiction of | (Commission | (I.R.S. Employer | ||
| Incorporation or Organization) | File Number) | Identification No.) |
4699 Old Ironsides Drive, Suite 300
Santa Clara, California 95054
(Address of Principal Executive Offices)
(281) 825-4500
(Issuer’s Telephone Number, Including Area Code)
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 (see General Instruction A.2. below):
[ ] 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))
| Item 8.01 | Other Events |
On May 26, 2016, Uni-Pixel, Inc. (the “Company”) issued a press release announcing a public offering of its common stock and warrants to purchase common stock. A copy of the press release is attached to this Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
Neither this Current Report on Form 8-K nor such press release constitutes an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of, these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities law of any such state or jurisdiction. Any proposed offering referenced herein will be made only by means of a prospectus supplement and the accompanying prospectus.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit
No. |
Description | |
| 99.1 | Press Release issued by Uni-Pixel, Inc. on May 26, 2016 |
SIGNATURES
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 thereunto duly authorized.
| Date: May 26, 2016 | By: | /s/ Christine Russell |
| Christine Russell, Chief Financial Officer |
EXHIBIT LIST
(d) Exhibits
| Exhibit No. |
Description | |
| 99.1 | Press Release issued by Uni-Pixel, Inc. on May 26, 2016 |
EXHIBIT 99.1
UniPixel Announces Public Offering of its Common Stock and Warrants
For Immediate Release
Contact:
Joe Diaz, Robert Blum, Joe Dorame
Lytham Partners, LLC
602-889-9700
unxl@lythampartners.com
Santa Clara, California – May 26, 2016 – Uni-Pixel, Inc. (NASDAQ: UNXL), today announced that it commenced a public offering of newly issued shares of common stock and warrants to purchase shares of common stock in an underwritten public offering under an effective shelf registration statement on file with the Securities and Exchange Commission. The offering is subject to market and other conditions, and there can be no assurance as to whether or when the offering may be completed, or as to the actual size or terms of the offering.
Roth Capital Partners is serving as the sole book-running manager in this offering. Ladenburg Thalmann & Co. Inc. and The Benchmark Company are serving as co-managers.
The offering of the common stock and warrants will be made under the Company’s effective shelf registration statement (File No. 333-203691) declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on July 10, 2015. The Company will file a prospectus supplement with the SEC for the offering to which this communication relates. When available, the prospectus supplement and accompanying base prospectus, meeting the requirements of Section 10 of the Securities Act of 1933, as amended, may be obtained from Roth Capital Partners at 888 San Clemente, Newport Beach, CA 92660 or by calling (800) 678-9147 or e-mail at rothecm@roth.com, or by visiting the EDGAR database on the SEC’s web site at www.sec.gov.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.
About UniPixel
Uni-Pixel, Inc. (NASDAQ: UNXL) develops and markets Performance Engineered Films for the touch screen and flexible electronics markets. The Company’s roll-to-roll electronics manufacturing process patterns fine line conductive elements on thin films. The company markets its technologies for touch panel sensor, cover glass replacement, and protective cover film applications under the XTouch™ and Diamond Guard™ brands. For further information, visit www.unipixel.com.
Forward-looking Statements
All statements in this news release that are not based on historical fact are “forward-looking statements” within the provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding expectations regarding the completion of the public offering. These statements are based on management’s current expectations. Such statements contain words such as “will,” and “expect,” or the negative thereof or comparable terminology. Forward-looking statements involve certain risks and uncertainties, and actual results and the timing of events may differ materially from those discussed or implied in any such statement. These risks include, but are not limited to the satisfaction of the conditions of the closing of the public offering, market conditions and other risks related to UniPixel’s business and operations as are discussed under the heading “Risk Factors” and in other sections of UniPixel’s filings with the SEC, and in its other current and periodic reports filed or furnished from time to time with the SEC. All forward-looking statements in this press release are made as of the date hereof, based on information available to UniPixel as of the date hereof, and UniPixel assumes no obligation to update any forward-looking statement.