SANTA CLARA, Calif.,
Aug. 10, 2017 /PRNewswire/
-- UniPixel, Inc. (NASDAQ: UNXL), a provider of
advanced solutions to the touchscreen and flexible electronics
markets, today announced entering into an equity purchase agreement
with L2 Capital, LLC, a Kansas
limited liability company. The Company is offering up to
approximately 13.1 million shares of common stock in an indirect
primary offering consisting of an equity line of credit.
The offering is being made pursuant to a prospectus supplement
dated and filed with the Securities and Exchange Commission on
August 10, 2017 and an accompanying
prospectus dated July 10, 2015, under
the Company's shelf registration statement on Form S-3 declared
effective by the SEC on January 10, 2015 (File
No. 333-200316).
Under the terms of the equity purchase agreement, UniPixel has
the right to "put," or sell, up to 13.1 million shares of common
stock to L2 Capital for an investment amount (subject to
adjustment) based upon a per share price equal to the greater of
(i) $0.36 or (ii) 90% of the market
price quoted for UniPixel common stock. Pricing will be based on
the five-day volume weighted average price ("VWAP") following the
put notice.
Other terms include:
- UniPixel will decide exclusively when to "put" shares to L2
Capital. L2 Capital cannot compel the Company to put shares at any
time.
- L2 Capital will not engage in "short-selling" of the Company's
common shares.
- Term of the agreement is through July 9,
2018.
- Put volume is permitted up to 1.5 times prior 10 days trading
volume, capped at $1 million.
- Puts are permitted every 10 trading days.
L2 Capital is considered an "underwriter" within the meaning of
the Securities Act of 1933, as amended (the "Securities Act"). Any
broker-dealers or agents that are involved in resales of put shares
may be deemed "underwriters." The Company will receive
proceeds from the sale of shares put directly to L2 Capital
pursuant to the equity purchase agreement, however the Company will
not receive any proceeds from the resale of the put shares by L2
Capital thereafter.
The Benchmark Company, LLC has acted as the sole placement agent
in connection with the Offering.
The Company today issued a Form 8-K filing with the Securities
and Exchange Commission to provide greater detail on the terms of
this transaction.
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 state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any state.
About UniPixel
UniPixel, Inc. (NASDAQ: UNXL) develops
and markets advanced solutions for the touchscreen 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 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 "puts" pursuant to the equity purchase
agreement. 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 ability to recognize revenues,
the ability to extend product offerings into new areas or products,
the ability to compete in our current markets, the ability to
commercialize licensed technology, unexpected occurrences that
deter the "bring to market" plan for products, trends and
fluctuations in the industry, changes in demand and purchasing
volume of customers, our ability to attract and retain qualified
personnel, our ability to raise additional capital, the ability to
move product sales to production levels, the success of product
sales in new markets or of recently produced product offerings, the
ability to enforce our intellectual property rights and those set
forth under Item 1A "Risk Factors" in our Annual Report on Form
10-K for the year ended December 31,
2016 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.
Trademarks in this release are the property of their respective
owners.
Contact:
Joe Diaz,
Robert Blum, Joe Dorame
Lytham Partners, LLC
602-889-9700
unxl@lythampartners.com
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SOURCE UniPixel, Inc.