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
February 21, 2017
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 February 21, 2017, Uni-Pixel, Inc., a Delaware corporation (the “Company”), issued a press release announcing that it completed its previously announced public offering (the “Offering”) of 10,530,000 units, each consisting of one share of the Company’s common stock, par value $0.001 per share (“Common Stock”), and a warrant to purchase 45% of one share of Common Stock.
A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Press Release issued by Uni-Pixel, Inc. on February 21, 2017 |
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: February 21, 2017 | 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 February 21, 2017 |
UniPixel Closes $10 Million Public Offering of its Common Stock and Warrants to Purchase Common Stock
For Immediate Release
Contact:
Joe Diaz, Robert Blum, Joe Dorame
Lytham Partners, LLC
602-889-9700
unxl@lythampartners.com
Santa Clara, California – February 21, 2017 – UniPixel, Inc. (NASDAQ: UNXL), today announced that it closed a public offering of 10,530,000 units, comprised of common shares and warrants. Each unit consists of one share of UniPixel common stock, par value $0.001 per share (“Common Stock”), priced at $0.95 per share, and warrants to purchase 0.45 shares of Common Stock at an exercise price of $1.00 per share, exercisable for a period of five years from the date of the closing of the Offering.
Roth Capital Partners acted as lead placement agent in the Offering, with Ladenburg Thalmann & Co. Inc. and The Benchmark Company serving as co-placement agents.
The Offering was conducted pursuant to a prospectus supplement and an accompanying prospectus filed as part of an effective shelf registration statement (File No. 333-200316) declared effective by the U.S. Securities and Exchange Commission (“SEC”) on July 10, 2015. Copies of the preliminary prospectus supplement and the accompanying prospectus relating to the offering are available free of charge on the SEC’s website at www.sec.gov. Electronic copies of the preliminary prospectus supplement and the accompanying prospectus may also be obtained from the offices of Roth Capital Partners, 888 San Clemente, Suite 400, Newport Beach, CA 92660, (800) 678-9147, or by accessing the SEC’s website, 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
UniPixel, Inc. (NASDAQ: UNXL) develops and markets high performance metal mesh capacitive touch sensors to the touchscreen and flexible display 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 additional 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 meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including the statement regarding the completion of the offering. Such statements contain words such as “will,” and “expect,” or the negative thereof or comparable terminology. These statements are based on management’s current expectations. These forward-looking statements rely on a number of assumptions concerning future events and are subject to a number of risks, uncertainties, and other factors, many of which are outside of our control, that could cause actual results to materially differ from such statements. These risks, uncertainties, and other factors include, but are not limited to, the satisfaction of the conditions of the closing of the offering, market conditions and other risks related to UniPixel’s business and operations as are discussed under Item 1A “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2015 and 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.