Current Report Filing (8-k)
November 20 2017 - 4:06PM
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
November
14, 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
Incorporation
or Organization)
|
|
(Commission
File
Number)
|
|
(I.R.S.
Employer
Identification
No.)
|
4699
Old Ironsides Drive, Suite 300
Santa
Clara, California 95054
|
(Address
of Principal Executive Offices)
|
(281)
825-4500
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(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))
Indicate
by check mark whether the registrant is an emerging growth company as defined in in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company [ ]
If
an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Item 1.03
Bankruptcy or Receivership.
The
information set forth below in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item
2.01 Completion of Acquisition or Disposition of Assets.
As
previously reported in a Current Report on Form 8-K filed with the Securities and Exchange Commission on August 31, 2017, Uni-Pixel,
Inc., a Delaware corporation (the “
Company
”), and its wholly-owned subsidiary, Uni-Pixel Displays, Inc., a
Texas Corporation (“
Displays
”, and, together with the Company, the “
Debtors
”), filed a voluntary
petition for reorganization (the “
Chapter 11 Case
”) under Chapter 11 of the United States Bankruptcy Code (the
“
Bankruptcy Code
”) in the United Stated Bankruptcy Court for the Northern District of California – San
Jose Division (the “
Court
”). Debtors have continued to operate their business as “debtor-in-possession”
under the jurisdiction of the Court, under Cases No. 17-52100 and 17-52101, respectively, in accordance with the applicable provisions
of the Bankruptcy Code and order of the Court.
As
previously reported in a Current Report on Form 8-K filed with the Securities and Exchange Commission on October 3, 2017 (the
“
October 3 Form 8-K
”), the Debtors on September 29, 2017 entered into a “stalking horse” asset
purchase agreement (the “
Asset Purchase Agreement
”) with Future Tech Capital, LLC, a California limited liability
company (the “
Purchaser
”). On November 8, the Debtors and the Purchaser entered into Amendment No. 1 to the
Asset Purchase Agreement, the terms of which are more fully described in the Current Report filed with the Securities and Exchange
Commission on Form 8-K filed by the Company on November 15, 2017(the “
November 15 Form 8-K
”). The disclosure
contained in the November 15 Form 8-K is incorporated herein by reference.
Furthermore,
as previously reported in the November 15 Form 8-K, on November 8, 2017, the Court entered an order (the “
Sale Order
”)
approving the sale to the Purchaser of certain of the Debtors’ machinery, equipment, tangible and intangible personal property
assets free and clear of all liens, claims, encumbrances and interests, pursuant to the terms of the Asset Purchase Agreement,
as amended by Amendment No. 1. The Court also approved the grant to the Purchaser of an irrevocable, perpetual, non-royalty bearing,
fully-paid up, non-exclusive, transferable and assignable worldwide license to the Debtors’ Diamond Guard intellectual property
and intangible property pursuant to the terms of the Asset Purchase Agreement, as amended by Amendment No. 1. The Purchaser also
had an option to acquire the Diamond Guard intellectual property and intangible property for $1.00, which it exercised.
The
Debtors and the Purchaser closed the transactions contemplated by the Asset Purchase Agreement, as amended, on November 14, 2017.
On that date, the Debtors received total consideration of $1,500,001, paid in cash, net of the $200,000 deposit and the advance
of $675,000 previously paid for payment to Western Alliance Bank in full satisfaction of the secured debt, as more fully described
in the October 3 Form 8-K and the November 15 Form 8-K.
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:
November 20, 2017
|
By:
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/s/
Christine Russell
|
|
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Christine
Russell, Principal Financial
and Accounting Officer
|
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