Current Report Filing (8-k)
April 24 2017 - 4:12PM
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
April
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
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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
(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):
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item
8.01 Other Events.
On
April 21, 2017, a holder of shares of Series A-1 Convertible Preferred Stock, par value $0.001 per share (the “Series A-1
Preferred Stock”) of Uni-Pixel, Inc. (the “Company”) delivered to the Company, in accordance with the terms
of the Company’s Certificate of Designations of Preferences, Rights and Limitations of Series A-1 Preferred Stock (the “Series
A-1 Certificate of Designations”), a Conversion Notice (as defined in the Series A-1 Certificate of Designations) for the
conversion of the Series A-1 Preferred Stock into shares of the Company’s common stock, par value $0.001 per share (the
“Common Stock”) (the “Conversion”) at an Alternate Conversion Price (as defined in the Series A-1 Certificate
of Designations) of $0.749022 per share of Common Stock.
As
a result of the Conversion at the Alternate Conversion Price, an adjustment to the exercise price of the Company’s warrants
issued in November 2015 (the “November 2015 Warrants”) has occurred pursuant to the terms of such warrants, reducing
the exercise price of these November 2015 Warrants from $0.95 to $0.749022 per share. In addition, pursuant to the terms of the
November 2015 Warrants, the 14,558,468 shares that would be received upon the exercise of the November 2015 Warrants increases
to 18,464,804 shares. Therefore, pursuant to the terms of the November 2015 Warrants, the Company is required to have 18,464,804
shares of Common Stock reserved for exercise of the November 2015 Warrants, of which 14,558,468 shares were reserved prior
to the Conversion, or an increase of 3,906,336 shares. The Company only has 1,549,749 shares of Common Stock authorized that it
can reserve for the increase in the November 2015 Warrants, which are 2,356,587 shares short of our required amount.
Because
the November 2015 Warrants requires the Company to reserve 100% of the shares of Common Stock issuable upon exercise of such warrants,
failure to do so constitutes an “Authorized Share Failure” under the terms of the November 2015 Warrants. As a result,
the November 2015 Warrants requires that as soon as practicable after the date of the occurrence of the Authorized Share Failure,
but in no event later than 60 days after such occurrence, the Company shall hold a meeting of its stockholders for the approval
of an increase in the number of authorized shares of Common Stock. In connection with such meeting, the Company shall provide
each stockholder with a proxy statement and shall use its best efforts to solicit its stockholders’ approval of such increase
in authorized shares of Common Stock and to cause its board of directors to recommend to the stockholders that they approve such
proposal. The Company’s annual stockholder meeting currently scheduled for May 18, 2017 has an agenda item in which the
Company will seek stockholder approval of an increase in the number of authorized shares of the Company’s Common Stock in
an amount that is sufficient to resolve the Authorized Share Failure.
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 hereunto duly authorized.
Date:
April 24, 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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