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UNXL > SEC Filings for UNXL > Form 8-K on 18-Apr-2013All Recent SEC Filings

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Form 8-K for UNI-PIXEL


18-Apr-2013

Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhi


ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On April 18, 2013, Uni-Pixel, Inc. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with Cowen and Company, LLC and Craig-Hallum Capital Group LLC, as representatives of the several underwriters named in Schedule I thereto (collectively, the "Underwriters"), relating to the underwritten registered offering (the "Offering") of 1,195,000 shares of the Company's common stock, par value $0.001 per share (the "Shares") at an offering price to the public of $32.00 per Share (the "Offering Price"). Under the terms of the Underwriting Agreement the Company has also granted the Underwriters a 30-day option to purchase up to an additional 179,250 Shares to cover over-allotments, if any, at the Offering Price. The net proceeds to the Company from the sale of the Shares are expected to be approximately $35.8 million, after deducting underwriting discounts and commissions and other estimated offering expenses payable by the Company, assuming no exercise by the Underwriters of their over-allotment options. The offering is expected to close on or about April 23, 2013, subject to the satisfaction of customary closing conditions.

The Shares are being offered and sold pursuant to the Company's effective shelf registration statement on Form S-3 and an accompanying prospectus (Registration Statement No. 333-181656) filed with the Securities and Exchange Commission (the "SEC") on May 24, 2012 and declared effective by the SEC on June 8, 2012, and a preliminary and final prospectus supplement filed with the SEC in connection with the Company's takedown relating to the offering. A copy of the opinion of Company's counsel, Richardson & Patel LLP, relating to the legality of the issuance and sale of the Shares in the offering is attached as Exhibit 5.1 hereto.

The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures exchanged between the parties in connection with the execution of the Underwriting Agreement.

The foregoing is only a brief description of the material terms of the Underwriting Agreement, does not purport to be a complete description of the rights and obligations of the parties thereunder and is qualified in its entirety by reference to the Underwriting Agreement that is filed as Exhibit 1.1 to this Current Report of Form 8-K and is incorporated by reference herein.



ITEM 8.01. OTHER EVENTS

On April 18, 2013, the Company issued a press release announcing the pricing of the Offering. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.



ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(d)      Exhibits.

Exhibit No.                        Description
1.1             Form of Underwriting Agreement, dated April 18,
              2013, by and among Uni-Pixel, Inc. and Craig-Hallum
              Capital Group LLC and Cowen and Company, LLC as
              representatives for the several underwriters

5.1             Opinion of Richardson & Patel LLP

23.1          Consent of Richardson & Patel LLP (contained in
              Exhibit 5.1)

99.1            Press Release, dated April 18, 2013


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