Item 8.01. Other Events.

On October 31, 2012, Xplore Technologies Corp. (the "Company") issued a press release entitled "Xplore Announces Closing of Public Offering of 2,000,000 Shares of Common Stock", a copy of which is hereby filed as Exhibit 99.1 and is incorporated herein by reference. In connection with the closing of the public offering, each series of the Company's outstanding preferred stock was automatically converted into common stock in accordance with the terms and provisions of the Company's Amended and Restated Certificate of Incorporation.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

99.1 Press release dated October 31, 2012.

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