Current Report Filing (8-k)
February 21 2017 - 4:17PM
Edgar (US Regulatory)
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
15, 2017
Date
of Report (Date of Earliest Event Reported)
UNI-PIXEL,
INC.
(Exact
Name of Small Business Issuer as Specified in Its Charter)
DELAWARE
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001-34998
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75-2926437
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(State
or Other Jurisdiction of
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(Commission
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(I.R.S.
Employer
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Incorporation
or Organization)
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File
Number)
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Identification
No.)
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4699
Old Ironsides Drive, Suite 300
Santa
Clara, California 95054
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(Address
of Principal Executive Offices)
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(281)
825-4500
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(Issuer’s
Telephone Number, Including Area Code)
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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 (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 1.01.
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ENTRY INTO A MATERIAL
DEFINITIVE AGREEMENT.
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On
February 15, 2017 (the “Effective Date”) Uni-Pixel Displays, Inc. (“Displays”), a wholly owned subsidiary
of Uni-Pixel, Inc. (“Uni-Pixel” or the “Company”), entered into the Letter Agreement Amendment (the “Amendment”)
to the XSense Patent License Agreement (the “Patent License Agreement”) and the XSense Intellectual Property License
Agreement (the “IP License Agreement”, and collectively with the Patent License Agreement, the “License Agreements”)
by and between Displays and Atmel Corporation (“Atmel”). Displays originally entered into the License Agreements with
Atmel, as previously disclosed by the Company, on April 16, 2015. The Amendment adds an affiliate of Atmel, Microchip Technology
(Barbados) II Inc., as a party to the License Agreements.
The
Amendment revises the respective License Agreements to provide that the licenses granted by Atmel to Displays for the Licensed
XSense Patents (as defined in the Patent License Agreement) and the Licensed XSense IP (as defined in the IP License Agreement)
allow for Displays to enter into a non-transferable, non-assignable, non-exclusive, royalty-bearing sublicense solely to General
Interface Solution Limited, a Samoa corporation (“GIS”), to make, use offer for sale, sell and import Licensed XSense
Products (as defined in the License Agreements), subject to certain terms provided for in the Amendment. Furthermore, the Amendment
provides that if a sublicense agreement is in effect at the time that the License Agreements are terminated for any reason, then
such sublicense will survive and remain in full force and effect with Atmel having assumed such sublicense agreement.
The
Amendment increases the Royalty Rate (as such term is defined in the Patent License Agreement) for all sales of Licensed XSense
Products by the Company under the Patent License Agreement, not including any sublicense arrangement, to 4%. The Amendment also
provides that the definition of Sales Price (which is used to calculate the Royalty Rate) in the Patent License Agreement means
the gross revenue recognized by the Company from the sale, use or other disposition of a Licensed XSense Product by the Company.
In
addition, the Amendment adds that the Company shall pay Atmel a separate Royalty Rate of 5.7% for any GIS sublicenses, based on
the manufacturing costs used by the Company to calculate the royalty payable under its sublicense agreement with GIS (the “Sublicense
Price”), provided always that the Sublicense Price shall be reflect an arm’s length transaction between a willing
licensor and a willing licensee and be no less than the manufacturing cost incurred by other manufacturers involving the most
similar products sold in the same volume in an arms-length transaction, as reasonably determined by Displays and auditable by
Atmel. A minimum of 4% of the 5.7% Royalty Rate owed to Atmel for a sublicense agreement with GIS must be paid in cash, in which
case the remaining 1.7% will be paid to Atmel in the Company’s stock or other consideration as mutually agreed upon by the
parties. Furthermore, the maximum cumulative annual royalties payable for the GIS sublicense is $13,250,000. Royalties from the
GIS sublicense are separate from and do not count toward the minimum annual royalty amount paid for Display’s license under
the Patent License Agreement during the Initial Term (as such term is defined in the Patent License Agreement), the maximum cumulative
annual royalties during the Renewal Period (as such term is defined in the Patent License Agreement), nor the calculation of when
the Non-Refundable Prepayment (as such term is defined in the Patent License Agreement) has been fully used and credited.
Other
than as described above, the material terms of the License Agreements, as previously disclosed by the Company, have not been revised.
Copies of these License Agreements are attached as exhibits to the Company’s Current Report on Form 8-K dated April 16,
2015 and are incorporated herein by reference. Copies of the Amendment is attached hereto as Exhibit 10.1, and is incorporated
herein by reference. The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety
by reference to Exhibit 10.1.
ITEM
9.01.
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FINANCIAL
STATEMENTS AND EXHIBITS.
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(d)
Exhibits
Exhibit
No.
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Description
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10.1
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Letter
Agreement Amendment dated February 15, 2017 to XSense Patent License and XSense Intellectual Property License each between
Uni-Pixel Displays, Inc. and Atmel Corporation.
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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
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By:
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/s/
Christine Russell
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Christine
Russell, Chief Financial Officer
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EXHIBIT
LIST
(d)
Exhibits
Exhibit
No.
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Description
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10.1
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Letter Agreement Amendment dated February 15, 2017 to XSense Patent License and XSense Intellectual Property License each between Uni-Pixel Displays, Inc. and Atmel Corporation.
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