Uni-Pixel - FORM 10-Q

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EXCEL - IDEA: XBRL DOCUMENT - Uni-Pixel	Financial_Report.xls
EX-32.2 - EX-32.2 - Uni-Pixel	ex32-2.htm
EX-31.1 - EX-31.1 - Uni-Pixel	ex31-1.htm
EX-32.1 - EX-32.1 - Uni-Pixel	ex32-1.htm
EX-31.2 - EX-31.2 - Uni-Pixel	ex31-2.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended March 31, 2014

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition Period from to

COMMISSION FILE NUMBER: 0-49737

UNI-PIXEL, INC.

(Exact Name of Registrant as Specified in Its Charter)

DELAWARE		75-2926437
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

8708 Technology Forest Place, Suite 100

The Woodlands, Texas 77381

(Address of Principal Executive Offices)

(281) 825-4500

(Issuer’s Telephone Number, Including Area Code)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

As of April 30, 2014, the issuer had 12,349,047 shares of issued and outstanding common stock, par value $0.001 per share.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o		Accelerated filer x

Non-accelerated filer o		Smaller reporting company o
(Do not check if a smaller reporting company)

Table of Contents

TABLE OF CONTENTS

Part I.	Financial Information	3

Item 1.	Condensed Consolidated Financial Statements	3

	Condensed Consolidated Balance Sheets March 31, 2014 (unaudited) and December 31, 2013	3

	Condensed Consolidated Statements of Operations Three months ended March 31, 2014 (unaudited) and March 31, 2013 (unaudited)	4

	Condensed Consolidated Statements of Shareholders’ Equity From December 31, 2012 to March 31, 2014 (unaudited)	5

	Condensed Consolidated Statements of Cash Flows Three months ended March 31, 2014 (unaudited) and March 31, 2013 (unaudited)	6

	Notes to Unaudited Condensed Consolidated Financial Statements	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	19

Item 4.	Controls and Procedures	19

Part II.	Other Information	20

Item 1.	Legal Proceedings	20

Item 1A.	Risk Factors	20

Item 6.	Exhibits	20

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PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

Uni-Pixel, Inc.

Condensed Consolidated Balance Sheets

	March 31, 2014			December 31, 2013
	(unaudited)
ASSETS
Current assets
Cash and cash equivalents	$	34,364,740		$	39,369,574
Account receivable, net		—			11,409

Total current assets		34,364,740			39,380,983

Property and equipment, net of accumulated depreciation of $6,272,171 and $4,769,453, at March 31, 2014 and December 31, 2013, respectively		15,001,389			15,893,435
Restricted cash		17,439			17,439

Total assets	$	49,383,568		$	55,291,857

LIABILITIES AND SHAREHOLDERS’ EQUITY

Current liabilities
Accounts payable	$	504,786		$	1,053,748
Deferred revenue		5,000,000			5,000,000

Total current liabilities		5,504,786			6,053,748

Total liabilities		5,504,786			6,053,748

Commitments and contingencies (Note 3)		—			—

Shareholders’ equity
Common stock, $0.001 par value; 100,000,000 shares authorized, 12,349,047 shares issued and outstanding at March 31, 2014 and 12,244,714 shares issued and outstanding at December 31, 2013		12,349			12,245
Additional paid-in capital		136,548,827			135,720,308
Accumulated deficit		(92,682,394	)		(86,494,444	)

Total shareholders’ equity		43,878,782			49,238,109

Total liabilities and shareholders’ equity	$	49,383,568		$	55,291,857

See accompanying notes to these unaudited condensed consolidated financial statements.

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Uni-Pixel, Inc.

Condensed Consolidated Statements of Operations

(unaudited)

	Three Months Ended March 31,
	2014			2013

Revenue	$	--		$	5,069,416

Cost of revenues		--			3,036

Gross margin		--			5,066,380

Selling, general and administrative expenses		2,868,404			2,180,067
Research and development		3,324,346			1,939,888

Operating income (loss)		(6,192,750	)		946,425

Other income
Interest income, net		4,800			990

Net income (loss)	$	(6,187,950	)	$	947,415

Per share information
Net income (loss) - basic	$	(0.50	)	$	0.09
Net income (loss) - diluted		(0.50	)		0.07

Weighted average number of basic common shares outstanding		12,273,772			10,068,092
Weighted average number of diluted common shares outstanding		12,273,772			12,865,361

See accompanying notes to these unaudited condensed consolidated financial statements.

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Uni-Pixel, Inc.

Condensed Consolidated Statements of Shareholders’ Equity

	Common Stock
	Number				Additional						Total
	of Shares		Amount		Paid-In Capital			Accumulated Deficit			Shareholders’ Equity
Balance, December 31, 2012		9,854,268	$	9,854	$	85,669,802		$	(71,313,550	)	$	14,366,106
Stock compensation expense		—		—		3,406,193			—			3,406,193
Exercise of warrants		454,729		455		187,528			—			187,983
Exercise of stock options		523,467		524		3,513,796			—			3,514,320
Issuance of restricted stock		38,000		38		1,724,470			—			1,724,508
Issuance of common stock, net of issuance costs		1,374,250		1,374		41,218,519			—			41,219,893
Net loss		—		—		—			(15,180,894	)		(15,180,894	)
Balance, December 31, 2013		12,244,714	$	12,245	$	135,720,308		$	(86,494,444	)	$	49,238,109
Stock compensation expense		—		—		680,599			—			680,599
Exercise of warrants		64,699		64		(64	)		—			—
Exercise of stock options		4,000		4		28,516			—			28,520
Issuance of restricted stock		35,634		36		119,468			—			119,504
Net loss		—		—		—			(6,187,950	)		(6,187,950	)
Balance, March 31, 2014 (unaudited)		12,349,047	$	12,349	$	136,548,827		$	(92,682,394	)	$	43,878,782

See accompanying notes to these unaudited condensed consolidated financial statements

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Uni-Pixel, Inc.

Condensed Consolidated Statements of Cash Flows

(unaudited)

	Three Months Ended March 31,
	2014			2013
Cash flows from operating activities
Net income (loss)	$	(6,187,950	)	$	947,415
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization		1,502,718			218,871
Restricted stock issuance		119,504			221,893
Stock compensation expense		680,599			631,414
Change in operating assets and liabilities:
Decrease in accounts receivable		11,409			—
Decrease in prepaid assets and other current assets		—			160,320
Increase in accounts payable		(548,962	)		70,835
Increase in bonus accrual		—			273,675
Net cash provided by (used in) operating activities		(4,422,682	)		2,524,423

Cash flows from investing activities
Purchase of property and equipment		(610,672	)		(2,364,060	)
Net cash used in investing activities		(610,672	)		(2,364,060	)

Cash flows from financing activities
Proceeds from exercise of warrants, net		—			115,982
Proceeds from exercise of stock options, net		28,520			2,431,239
Net cash provided by financing activities		28,520			2,547,221

Net increase (decrease) in cash and cash equivalents		(5,004,834	)		2,707,584
Cash and cash equivalents, beginning of period		39,369,574			13,000,372
Cash and cash equivalents, end of period	$	34,364,740		$	15,707,956

Supplemental disclosures of cash flow information:
Cash paid for interest	$	—		$	—
Cash paid for income taxes	$	—		$	—

Supplemental disclosures of non-cash financing information:
Issuance of 64,699 shares of common stock in exchange for the cashless exercise of warrants to purchase 126,433 shares of common stock for the three months ended March 31, 2014. Issuance of 137,778 shares of common stock in exchange for the cashless exercise of warrants to purchase 198,721 shares of common stock for the three months ended March 31, 2013.	$	323,486		$	771,253

See accompanying notes to these unaudited condensed consolidated financial statements.

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Uni-Pixel, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

Note 1 — Basis of Presentation, Business and Organization

Uni-Pixel, Inc., a Delaware corporation, is the parent company of Uni-Pixel Displays, Inc., its wholly-owned operating subsidiary. As used herein, “Uni-Pixel,” “the Company,” “we,” “us,” and “our” refer to Uni-Pixel, Inc. and Uni-Pixel Displays, Inc. Our common stock, par value $0.001 per share, is quoted on The NASDAQ Capital Market under the ticker symbol “UNXL.”

We are a production stage company delivering our Performance Engineered Film™ (PEF) products to the display, touch screen and flexible electronics market segments. We recently rebranded our PEF production process as Copperhead™. We have also recently rebranded the touch sensors made with the Copperhead™ process as InTouch™ sensors.

We make transparent conductive films and flexible electronic films based on our proprietary Copperhead™ manufacturing process for high volume, roll to roll printing of flexible thin-film conductor patterns. The Copperhead™ process offers precision micro-electronic circuit patterning and modification of surface characteristics over a large area on an ultra-thin, clear, flexible, plastic substrate. These films may be incorporated into touch sensors, capacitive switches, general lighting, automotive, antenna, display and shielding applications. We intend to sell the touch screen films, under the brand InTouch™, as sub-components of a touch sensor module.

In addition to the flexible electronic films described above, we are currently shipping our hard coat resin and protective films for use with multiple types of devices either as protective cover films, a cover lens replacement or a conformal hard coat for plastic components. We sell our hard coat resin and optical films under the Diamond Guard™ brand. Furthermore, we plan to leverage our past work in developing the Time Multiplexed Optical Shutter (TMOS) technology, which we sold in May 2010, for other marketable applications, such as low cost LCD backlights and general lighting films. We intend to explore the business potential within these applications and pursue those markets that offer profitable opportunities either through licensing or direct production and sales.

Our strategy is to further develop our proprietary Performance Engineered Film™ technology around the vertical markets that we have identified as high growth profitable market opportunities. These markets include touch sensors, antennas, automotive and lighting. We have and will continue to utilize contract manufacturing for prototype fabrication to augment our internal capabilities in the short term. We also plan to enter into licensing arrangements, joint developments or ventures in key market segments to exploit the manufacturing and distribution channels of the targeted partners.

As of March 31, 2014, Uni-Pixel had accumulated a total deficit of $92.7 million from operations in pursuit of these objectives.

Since our inception, we have been primarily engaged in developing our initial product technologies, recruiting personnel, commencing our operations and obtaining sufficient capital to meet our working capital needs. In the course of our development activities, we have sustained losses through March 31, 2014. We will finance our operations primarily through our existing cash and possible future financing transactions.

As of March 31, 2014, we had cash and cash equivalents of $34.4 million. We believe that our existing capital resources are adequate to finance our operations until at least December 31, 2014 based on our current long-term business plan. However, our long-term viability is dependent upon our ability to successfully operate our business, develop our manufacturing process, sign partnership agreements, develop our products and raise additional capital through offerings of our debt or equity securities to meet our business objectives.

The Company is subject to a number of risks, including the financial performance of its current products; the potential need for additional financings; its ability to successfully commercialize its product candidates; the uncertainty of the Company’s research and development efforts resulting in future successful commercial products; significant competition from larger organizations; reliance on the proprietary technology of others; dependence on key personnel; uncertain patent protection; dependence on corporate partners and collaborators; as well as other changes in the electronic market industry.

Basis of Presentation

The condensed consolidated financial statements presented in this quarterly report include Uni-Pixel, Inc. and our wholly-owned subsidiary, Uni-Pixel Displays, Inc. All significant intercompany transactions and balances have been eliminated.

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Note 2 — Summary of Significant Accounting Policies

Interim financial information

The condensed consolidated financial statements included herein, which have not been audited pursuant to the rules and regulations of the Securities and Exchange Commission, reflect all adjustments which, in the opinion of management, are necessary for a fair presentation of financial position, results of operations and cash flows for the interim periods on a basis consistent with the annual audited statements. All such adjustments are of a normal recurring nature. The results of operations for interim periods are not necessarily indicative of the results that may be expected for any other interim period or for a full year. Certain information, accounting policies and footnote disclosures normally included in condensed consolidated financial statements prepared in conformity with accounting principles generally accepted in the United States of America have been omitted pursuant to such rules and regulations, although we believe that the disclosures are adequate to make the information presented not misleading. These condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements included in our Form 10-K, for the year ended December 31, 2013, filed with the Securities and Exchange Commission on February 26, 2014.

The accounting and reporting policies of the Company conform to U.S. generally accepted accounting principles (GAAP) and to the practices within the technology industry. There have been no significant changes in the Company’s significant accounting policies during the three months ended March 31, 2014 compared to what was previously disclosed in the Company’s Annual Report on 10-K for the year ended December 31, 2013. The consolidated financial information as of December 31, 2013 included herein has been derived from the Company’s audited consolidated financial statements as of, and for the fiscal year ended, December 31, 2013.

Significant Accounting Policies

There have been no material changes to the Company’s significant accounting policies during the three months ended March 31, 2014, as compared to the significant accounting policies disclosed in Note 2 of the Company’s consolidated financial statements in the Annual Report on Form 10-K for the year ended December 31, 2013.

Use of estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Examples include provisions for bad debts, useful lives of property and equipment, impairment of property and equipment, deferred taxes, and the provision for and disclosure of litigation and loss contingencies and stock based compensation. Actual results may differ materially from those estimates.

Statement of cash flows

For purposes of the statements of cash flows, we consider all highly liquid investments (i.e., investments which, when purchased, have original maturities of three months or less) to be cash equivalents.

Concentration of credit risk

We maintain our cash with major U.S. domestic banks. The amounts held in interest bearing accounts periodically exceed the Federal Deposit Insurance Corporation (“FDIC”) insured limit of $250,000 at March 31, 2014 and December 31, 2013. The amounts held in these banks exceeded the insured limit of $250,000 as of March 31, 2014 and December 31, 2013. We have not incurred losses related to these deposits.

Restricted cash

As of March 31, 2014 and December 31, 2013, we had restricted cash of $17,439. This amount secured certain obligations under our lease agreement for our principal facility located in The Woodlands, Texas as of both March 31, 2014 and December 31, 2013. The restricted cash is reflected in a long-term classification based on its anticipated liquidation.

Accounts Receivable

The carrying value of our accounts receivable, net of allowance for doubtful accounts, represents their estimated net realizable value. We estimate the allowance for doubtful accounts based on type of customer, age of outstanding receivable, historical collection trends, and existing economic conditions. If events or changes in circumstances indicate that a specific receivable balance may be unrealizable, further consideration is given to the collectability of those balances, and the allowance is adjusted accordingly. Receivable balances deemed uncollectible are written off against the allowance. We have $0 and $11,409 accounts receivable balances at March 31, 2014 and December 31, 2013, respectively, none of which was reserved as uncollectible.

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Property and equipment

Property and equipment, consisting primarily of lab equipment, computer equipment, software, leasehold improvements, and office furniture and fixtures is carried at cost less accumulated depreciation and amortization. Depreciation and amortization for financial reporting purposes is provided by the straight-line method over the estimated useful lives of three to five years. Leasehold improvements are amortized using the straight-line method over the remaining lease term or the life of the asset, whichever is shorter. The cost of repairs and maintenance is charged as an expense as incurred. Gains or losses related to retirements or dispositions of fixed assets are recognized in the period incurred.

Revenue recognition

We recognize revenue over the period the service is performed. In general, this requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence that an arrangement exists, (2) delivery has occurred or services have been rendered, (3) the fee is fixed and determinable, and (4) collectability is reasonably assured.

Advance payments are deferred until shipment of product has occurred or the service has been rendered.

Revenue from licenses and other up-front fees are recognized on a ratable basis over the term of the respective agreement.

Revenue on certain fixed price contracts where we provide research and development services are recognized over the contract term based on achievement of milestones.

Under the milestone method, we recognized $5.0 million of revenue from a PC manufacturer in the first quarter of 2013 as non-recurring engineering revenue.

Effective, February 25, 2014, the Company has revised its touch sensors Preferred Price and Capacity License Agreement with its PC OEM partner (signed December 7, 2012) to waive the notebook limited exclusivity option. The exclusivity waiver allows the Company the opportunity to sell its touch sensors for use in competing notebook applications. There will be no additional milestone payments recognized under the new terms and conditions of the agreement, with the preferred pricing and capacity aspects of the agreement remaining unchanged. The Company continues to work closely with the PC OEM partner in product design and development under a specific timeline.

In April 2013, we entered into an agreement with an Eco-System Partner (the “Agreement”), whereby we were going to receive $10 million of cash proceeds to assist us in increasing our production capacity. The Agreement required us to have the capability to produce at least 1 million sensor units per month (as defined in the Agreement) by April 2014. We received $5 million in May 2013, which is non-refundable and is recorded as deferred revenue in the accompanying consolidated balance sheet at March 31, 2014. Upon achieving the deliverables of the Agreement, we will pay a commission to the Eco-System Partner of 10%, on revenue derived from the sales of InTouch™ Sensors directly to the Eco-System Partner or to those of the Eco-System Partner’s manufacturing partners that use the Eco-System Partner’s Preferred Price and Capacity License Agreement. The commission amount was to be paid until the aggregate commissions paid equaled the commission cap of $18.5 million. The term of the Agreement is the later of 3 years or the full payment of the commission cap. If the Company commits a material breach of the license agreement, certain equipment of the Company with an original cost of approximately $10.1 million will be assigned to the customer to make them whole on any remaining amounts due under the commission cap of $18.5 million.

In April 2014, we entered into the First Amendment to the Capacity License Agreement with an Eco-System Partner (the “Amended Agreement”). The amendment modified the contract terms as follows: 1) the requirement to reach the minimum production capability and meet the required quality standards specified in the Agreement by April 2014 was removed; 2) the total amount of cash proceeds to be received was reduced from $10 million to $5 million (the $5 million was already received in May 2013); 3) the cap on the commission amount was reduced from $18.5 million to $6.25 million; and 4) if the Company becomes subject to bankruptcy, insolvency or liquidation or commits a material breach of the license agreement, certain equipment of the Company with an original cost of approximately $10.1 million will be assigned to the customer to make them whole on any remaining amounts due under the commission cap of $6.25 million.

Income (loss) per share data

Basic income (loss) per share is calculated based on the weighted average common shares outstanding during the period. Diluted earnings per share also gives effect to the dilutive effect of stock options, warrants (calculated based on the treasury stock method), convertible notes and convertible preferred stock. The Company does not present diluted earnings per share for years in which it incurred net losses as the effect is antidilutive.

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At March 31, 2014, 53,266 restricted shares and options and warrants to purchase 2,359,813 shares of common stock at exercise prices ranging from $5.00 to $38.70 per share were outstanding, and were not included in the computation of diluted earnings per share as their effect would be anti-dilutive.

Recently issued accounting pronouncements

Accounting standards that have been issued or proposed by the FASB or other standards-setting bodies are not expected to have a material impact on the Company’s financial position, results of operations or cash flows.

Accounting Guidance Not Yet Effective

Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies are not expected to have a material impact on the Company’s financial position, results of operations and cash flows.

Note 3 — Commitments and Contingencies

Leases

The Company has entered into a lease for office, warehouse and laboratory facilities for approximately 13,079 square feet at 8708 Technology Forest Pl., Ste. 100, The Woodlands, Texas 77381 under a third party non-cancelable operating lease through April 30, 2016. Further, the Company has also entered into a lease for office, warehouse and laboratory facilities for approximately 7,186 square feet at 3400 Research Forest Drive, Suite B2, The Woodlands, Texas 77381 under a third party non-cancelable operating lease through May 31, 2016. Future minimum lease commitments as of March 31, 2014 are as follows:

Year Ending December 31
Nine months ending 2014	$	269,212
2015	345,528
2016	133,184
2017	--
2018	--
2019	--
Thereafter	--
Total	$	747,924

The lease for 8708 Technology Forest Pl., Ste. 100, The Woodlands, Texas 77381 provides the Company with a right to extend the lease term for two additional five year terms or one term of ten years, at the Company’s option.

Eco-System Partner Royalty Obligation

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Class Action Litigation

In June 2013, two purported class action complaints were filed in the United States District Court, Southern District of New York and the United States District Court, Southern District of Texas against the Company and our CEO, CFO, and Chairman. The Southern District of New York complaint was voluntarily dismissed by plaintiff on July 2, 2013. The surviving complaint alleges that we and our officers and directors violated the federal securities laws, specifically Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, by making purportedly false and misleading statements concerning our licensing agreements and product development. The complaint seeks unspecified damages on behalf of a purported class of purchasers of our common stock during the period from December 7, 2012 to May 31, 2013. We will vigorously defend against this lawsuit. The Company has directors' and officers' and corporate liability insurance to cover risks associated with securities claims filed against the Company or its directors and officers and has notified its insurers of the complaints filed against the Company and the officers. Based on the very early stage of the litigation, it is not possible to estimate the amount or range of possible loss that might result from an adverse judgment or a settlement of this matter.

Shareholder Derivative Litigation

On February 19, 2014, a shareholder derivative lawsuit, Jason F. Gerzseny v. Reed J. Killion, et. al., was filed in the 165th Judicial District in Harris County, Texas. On February 21, 2014, another shareholder derivative lawsuit, Luis Lim v. Reed J. Killion, et. al., was also filed in Harris County district court. Both complaints allege various causes of action against certain current and former officers and directors, including claims for breach of fiduciary duty, corporate waste, insider selling, and unjust enrichment. The Company intends to vigorously defend against these lawsuits, and has directors’ and officers’ liability insurance to cover risks associated with derivative claims against its directors and officers. Based on the very early stage of the litigation, it is not possible to estimate the amount or range of possible loss that might result from an adverse judgment or a settlement of these matters.

Securities and Exchange Commission Investigation

On November 19, 2013, the Company learned that the Fort Worth Regional Office of the United States Securities and Exchange Commission (“SEC”) has issued subpoenas concerning the Company’s agreements related to its InTouch Sensors. The Company is cooperating fully with the SEC regarding this non-public, fact-finding inquiry. The SEC has informed the Company that this inquiry should not be construed as an indication that any violations of law have occurred or that the SEC has any negative opinion of any person, entity or security. The Company does not intend to comment further on this matter unless and until this matter is closed or further action is taken by the SEC which, in the Company’s judgment, merits further comment or public disclosure.

Employment agreements

As of March 31, 2014, the Company does not have any employment agreements outstanding.

Note 4 —Equity, Stock Plan and Warrants

Common Stock

During the three months ended March 31, 2014, (1) we issued 4,000 shares of common stock for cash in connection with the exercise of stock options; (2) issued 64,699 shares of common stock as a result of the cashless exercise of warrants; and (3) issued 35,634 shares of common stock to various directors and officers as stock awards;

During the three months ended March 31, 2013, (1) we issued 371,718 shares of common stock for cash in connection with the exercise of stock options; (2) issued 21,622 shares of common stock for cash in connection with the exercise of warrants; and (3) issued 137,778 shares of common stock as a result of the cashless exercise of warrants.

Stock Incentive Plans

The Company has adopted four stock incentive plans: the 2005 Stock Incentive Plan, the 2007 Stock Incentive Plan, the 2010 Stock Incentive Plan and the 2011 Stock Incentive Plan (collectively, the “Stock Incentive Plans”). The Stock Incentive Plans allow for an aggregate of up to 2,300,001 shares of our common stock to be awarded through incentive and non-qualified stock options, stock appreciation rights, restricted stock, performance shares and other types of awards.

Our Stock Incentive Plans are administered by our Board of Directors, which has the sole discretion to select participants who will receive the awards and to determine the type, size and terms of each award granted. As of March 31, 2014, there were 464,505 shares available for issuance under the Stock Incentive Plans.

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The following disclosures provide information regarding the Company’s stock-based compensation awards, all of which are classified as equity awards:

Total compensation expense recognized for options was approximately $0.7 million and $0.6 million for the three months ended March 31, 2014 and March 31, 2013, respectively. The Company has recorded approximately $0.3 million of stock compensation expense in selling, general and administrative expenses and approximately $0.4 million in research and development expense for the three months ended March 31, 2014 and approximately $0.3 million of stock compensation expense in selling, general and administrative expenses and approximately $0.3 million in research and development expense for the three months ended March 31, 2013.

A summary of the changes in the total stock options outstanding during the three months ended March 31, 2014 follows:

				Weighted
				Average
	Options			Exercise Price
Outstanding and expected to vest, at December 31, 2013		2,015,380		$	10.48
Granted		--		$	--
Forfeited or expired		(5,667	)	$	7.24
Exercised		(4,000	)	$	7.13
Outstanding and expected to vest, at March 31, 2014		2,005,713		$	10.50
Vested and exercisable at March 31, 2014		1,647,370		$	7.18

The fair values of the Company’s options were estimated on the date of grant using the Black-Scholes valuation model with the following weighted-average assumptions:

	Three Months Ended March 31, 2014		Three Months Ended March 31, 2013
Expected life (years)	na		5 years
Interest rate	na			0.76 to 0.85	%
Dividend yield		na		—
Volatility		na		57.26 to 76.35	%
Forfeiture rate		na		—
Weighted average fair value of options granted		na	$	14.57

At March 31, 2014, there was $4.4 million of total unrecognized compensation cost related to non-vested stock option awards which is expected to be recognized over a weighted-average period of 1.18 years. There were approximately 0.3 million options that became vested during the three months ended March 31, 2014.

Common Stock Warrants

As of March 31, 2014, the Company has 354,100 common stock warrants outstanding with a weighted average exercise price of $8.27 per share. Information regarding outstanding warrants as of March 31, 2014 is as follows:

Grant date	Warrants Outstanding		Exercisable		Weighted Exercise Price		Remaining Life (Years)
December 9, 2004		63,641		63,641	$	20.70		0.67
June 10, 2009		15,796		15,796	$	7.50		5.18
August 31, 2009		24,934		24,934	$	7.50		5.18
October 2, 2009		205,000		205,000	$	5.00		5.58
March 15, 2010		8,337		8,337	$	7.50		5.75
April 5, 2010		930		930	$	7.50		5.75
December 15, 2010		35,462		35,462	$	6.00		1.67

Total		354,100		354,100

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Note 5 — Property and Equipment

A summary of the components of property and equipment at March 31, 2014 and December 31, 2013 are as follows:

	Estimated Useful Lives	March 31, 2014			December 31, 2013
Research and development equipment	3 to 5 years	$	19,625,919		$	19,277,573
Leasehold improvements	5 years		385,323			385,323
Computer equipment	5 years		97,740			97,740
Office equipment	3 to 5 years		95,144			95,144
Construction-in-progress			1,069,434			807,108
			21,273,560			20,662,888
Accumulated depreciation			(6,272,171	)		(4,769,453	)
Property and equipment, net		$	15,001,389		$	15,893,435

Depreciation and amortization expense of property and equipment for the three months ended March 31, 2014 and March 31, 2013 was approximately $1,503,000 and $219,000, respectively.

Note 6 — Fair Value Measurements

The Company accounts for its financial assets and liabilities that are remeasured and reported at fair value at each reporting period and non-financial assets and liabilities that are remeasured and reported at fair value at least annually.

In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities. Fair values determined by Level 2 inputs utilize observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities. Fair values determined by Level 3 inputs are unobservable data points for the asset or liability, and include situations where there is little, if any, market activity for the asset or liability. The Company’s financial assets consist solely of cash and cash equivalents and accounts receivable.

Note 7 — Revenue and Credit Concentrations

During the three months ended March 31, 2014 and 2013, revenues by customers with more than 10% of revenue were as follows:

	Three months ended March 31, 2014					Three months ended March 31, 2013
	Amount		%			Amount		%
Company A		-		-	%	$	5,000,000		99	%
Total	$	-		-	%	$	5,000,000		99	%

As of March 31, 2014 and December 31, 2013 customers with more than 10% of accounts receivables balances were as follows:

	As of March 31, 2014					As of December 31, 2013
	Amount		%			Amount		%
Company B		-		-	%		11,409		100	%
Total	$	-		-	%	$	11,409		100	%

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Note 8 — Subsequent Event

In April 2014, Conductive Inkjet Technology Limited (CIT) and Uni-Pixel Displays, Inc. (Uni-Pixel) have agreed to settle their on-going litigation in the U.S. and the UK. CIT has agreed to withdraw its UK claims that Uni-Pixel has used CIT’s confidential information for a number of unauthorized purposes relating to its current technology, its past technology and also two of its patent filings. Uni-Pixel has agreed to withdraw its U.S. claims for declarations that it did not do what CIT alleges, and that CIT breached an agreement between the parties by issuing its claims in the UK courts. CIT further agreed to release any current and future claims to Uni-Pixel’s past and current technology, patents, and other property based on the subject matter of the suits. Uni-Pixel further agreed to grant CIT certain limited rights to use technology that would be protected by the patents arising from the disputed patent filings. No money will change hands as part of the settlement. The parties agree that Uni-Pixel owes no further duty of confidentiality to CIT regarding any CIT technology. There are no admissions of any wrong-doing in connection with this dispute.

Mr. Jeff Hawthorne was appointed Chief Executive Officer and President of the Company effective April 14, 2014. Mr. Hawthorne was also appointed as a member of the Board of Directors effective April 14, 2014. Mr. Hawthorne’s salary will be $250,000 per year, which may be changed in the Company’s sole discretion based upon Mr. Hawthorne’s or the Company’s performance. In addition, Mr. Hawthorne will be eligible to receive a discretionary pro-rata cash bonus up to 100% of his annual salary based on his performance and the Company’s performance. The Company will provide Mr. Hawthorne a housing allowance of up to $3,000 per month until Mr. Hawthorne relocates to the Houston area. The Company will reimburse Mr. Hawthorne up to $60,000 for moving expenses. On Mr. Hawthorne’s start date of April 14, 2014, the Company granted to Mr. Hawthorne 150,000 shares of restricted stock of the Company. The shares of restricted stock shall vest 1/3rd on the one year anniversary of the date of grant, 1/3rd on the two year anniversary of the date of grant, and 1/3rd on the three year anniversary of the date of grant. As an “at-will” employee, Mr. Hawthorne’s employment can be terminated by the Company or by him, at any time and for any reason. However, upon Change of Control, Mr. Hawthorne will receive a severance of 2 times annual base salary and all remaining options and restricted shares of stock shall become vested immediately.

Effective April 14, 2014, the Company has promoted Mr. Robert Rusenko to Chief Operating Officer. Mr. Rusenko started with Company on April 29, 2013 as Vice President of Operations with an annual base salary of $180,000. Effective April 14, 2014, Mr. Rusenko’s annual base salary will be $195,000 per year, which may be changed in the Company’s sole discretion based upon Mr. Rusenko’s or the Company’s performance. In addition, Mr. Rusenko will be eligible to receive a discretionary cash bonus up to 50% of his annual salary based on his performance and the Company’s performance. As an “at-will” employee, Mr. Rusenko’s employment can be terminated by the Company or by him, at any time and for any reason. On Mr. Rusenko’s promotion date of April 14, 2014, the Company granted Mr. Rusenko 50,000 shares of restricted stock of the Company. The shares of restricted stock shall vest 1/3rd on the one year anniversary of the date of grant, 1/3rd on the two year anniversary of the date of grant, and 1/3rd on the three year anniversary of the date of grant. Upon Change of Control, Mr. Rusenko’s remaining options and restricted shares of stock shall become vested immediately.

On April 14, 2014, the Company granted a total of 200,000 shares of restricted stock to Chief Executive Officer and Chief Operating Officer. Further, the Company granted a total of 32,400 of restricted stock to six directors for annual compensation. These shares of restricted stock vest 1/3rd on the one year anniversary of the date of grant; 1/3rd on the two year anniversary of the date of grant; and 1/3rd on the three year anniversary of the date of grant. The Company determined the fair market value of the shares of restricted stock granted of $1.98 million, which will be recognized over the three year vesting period.

On April 14, 2014, the Company granted a total of 104,000 options to purchase our common stock with an exercise price of $8.50 per share to twenty-eight employees and our investment relations firm. These options vest 1/3rd on the one year anniversary of the date of grant; 1/3rd on the two year anniversary of the date of grant; and 1/3rd on the three year anniversary of the date of grant. The options expire on April 14, 2024. The Company utilized the Black-Scholes methodology in determining the fair market value of the options granted of $0.76 million, which will be recognized over the three year vesting period.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward Looking Statements

This report, including the documents that we incorporate by reference, may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Forward-looking statements in or incorporated by reference in this report include, without limitation, statements related to our plans, strategies, objectives, expectations, intentions and adequacy of resources. Investors are cautioned that such forward-looking statements involve risks and uncertainties. Important factors that could cause actual results to differ materially from those indicated in the forward-looking statements include, but are not limited to, the rate and degree of market acceptance of our products, our ability to develop and market new and enhanced products, our ability to obtain financing as and when we need it, competition from existing and new products and our ability to effectively react to other risks and uncertainties described from time to time in our SEC filings, such as fluctuation of quarterly financial results, reliance on third party manufacturers and suppliers, litigation or other proceedings, government regulation and stock price volatility.

In some cases, you can identify forward-looking statements by terminology such as ‘‘may,’’ ‘‘will,’’ ‘‘should,’’ ‘‘could,’’ ‘‘expects,’’ ‘‘plans,’’ ‘‘intends,’’ ‘‘anticipates,’’ ‘‘believes,’’ ‘‘estimates,’’ ‘‘predicts,’’ ‘‘potential,’’ or ‘‘continue’’ or the negative of such terms or other comparable terminology. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date such statements are made. We do not undertake any obligation to publicly update or revise any forward-looking statement.

Critical Accounting Policies and Estimates

In preparing our condensed consolidated financial statements in accordance with accounting principles generally accepted in the U.S. and pursuant to the rules and regulations promulgated by the SEC, we make assumptions, judgments and estimates that can have a significant impact on our net income/(loss) and affect the reported amounts of certain assets, liabilities, revenue and expenses, and related disclosures. We base our assumptions, judgments and estimates on historical experience and various other factors that we believe to be reasonable under the circumstances. Actual results could differ materially from these estimates under different assumptions or conditions. On a regular basis, we evaluate our assumptions, judgments and estimates. We also discuss our critical accounting policies and estimates with the Audit Committee of our Board of Directors.

We believe that the assumptions, judgments and estimates involved in the accounting for revenue recognition, income taxes, and long-lived assets, have the greatest impact on our condensed consolidated financial statements, so we consider these to be our critical accounting policies. Historically, our assumptions, judgments and estimates relative to our critical accounting policies have not differed materially from actual results.

There have been no significant changes to our critical accounting policies and estimates during the three months ended March 31, 2014, as compared to the critical accounting policies and estimates disclosed in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Annual Report on Form 10-K for the year ended December 31, 2013, which was filed with the SEC on February 26, 2014.

Recent Accounting Pronouncements

See Note 2 of our accompanying condensed consolidated financial statements for a full description of recent accounting pronouncements and our expectation of their impact, if any, on our results of operations and financial condition.

Revenue Recognition: We recognize revenue over the period the service is performed or when the product is delivered. In general, this requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence that an arrangement exists, (2) delivery has occurred or services have been rendered, (3) the fee is fixed and determinable, and (4) collectability is reasonably assured.

Advance payments are deferred until shipment of product has occurred or the service has been rendered.

Revenue from licenses and other up-front fees are recognized on a ratable basis over the term of the respective agreement.

Revenue on certain fixed price contracts where we provide research and development services are recognized over the contract term based on achievement of milestones.

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Under the milestone method, we recognized $5.0 million of revenue from a PC manufacturer in the first quarter of 2013 as non-recurring engineering revenue.

Cost of Revenues, Selling, General and Administrative Expenses and Research and Development Expenses: The primary purpose of our facility in The Woodlands, Texas is to conduct research on the development, testing and delivery of our prototype devices, and to pursue the commercialization of our products.

If, in the future, the purposes for which we operate our facility in The Woodlands, Texas, or any new facilities we open, changes, the allocation of the costs incurred in operating that facility between cost of sales and research and development expenses could change to reflect such operational changes.

Research and Development Expenses: Research and development costs are expensed as incurred and include salaries and benefits, costs paid to third-party contractors for research, development and manufacturing of materials and devices, and a portion of facilities cost. Prototype development costs are a significant component of research and development expenses and include costs associated with third-party contractors. Invoicing from third-party contractors for services performed can lag several months. We accrue the costs of services rendered in connection with third-party contractor activities based on our estimate of management fees, site management and monitoring costs and data management costs. Actual costs may differ in some cases from estimated costs and are adjusted for in the period in which they become known.

Stock-Based Compensation: We measure stock-based compensation expense for all share-based awards granted based on the estimated fair value of those awards at grant-date. The fair values of stock option awards are estimated using a Black-Scholes valuation model. The compensation costs are recognized net of any estimated forfeitures on a straight-line basis over either the employee’s requisite service period, or other such vesting requirements as are stipulated in the stock option award agreements. No compensation cost is recognized for equity instruments for which employees do not render the requisite service. Forfeiture rates are estimated at grant date based on historical experience and adjusted in subsequent periods for any differences in actual forfeitures from those estimates.

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RESULTS OF OPERATIONS

Comparison of the three months ending March 31, 2014 and 2013

REVENUES. During the first quarter of 2010, we began to manufacture, market and sell our thin film product. We also earn engineering revenue.

Revenues were $0 for the three months ended March 31, 2014 as compared to $5,069,416 for the three months ended March 31, 2013, a decrease of $5,069,416. $5.0 million of revenue from a PC manufacturer was recognized in the three months ended March 31, 2013 as non-recurring engineering revenue.

COST OF REVENUES. Cost of revenues include all direct expenses associated with the delivery of services including internal labor costs. Cost of revenues was $0 for the three months ended March 31, 2014 and $3,036 for the three months ended March 31, 2013.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and administrative expenses increased by 32% or approximately $688,000, to $2,868,404 for the three months ended March 31, 2014 from $2,180,067 for the three months ended March 31, 2013. The major changes to selling, general and administrative expenses are as follows:

a) Salaries and benefits decreased by approximately $237,000 to $729,000 for the three months ended March 31, 2014 compared to $966,000 for the three months ended March 31, 2013 primarily due to the following: an increase in salaries to $393,000 for the three months ended March 31, 2014 compared to $310,000 for the three months ended March 31, 2013 due to an increase in the number of employees; a decrease in stock compensation expense to $261,000 for the three months ended March 31, 2014 compared to $317,000 for the three months ended March 31, 2013; a decrease in restricted stock expense of $157,000 for the three months ended March 31, 2014 compared to the three months ended March 31, 2013; and a decrease in bonus accrual to $0 for the three months ended March 31, 2014 compared to $134,000 for the three months ended March 31, 2013;

b) Contract labor expense increased by approximately $16,000 to $37,000 for the three months ended March 31, 2014 compared to $21,000 for the three months ended March 31, 2013;

c) Legal expense decreased by approximately $438,000 to $296,000 for the three months ended March 31, 2014 compared to $734,000 for the three months ended March 31, 2013 primarily due to a decrease in legal fees related to the UK Actions, the Texas Action and the class action lawsuit offset by an increase in patent related legal work;

d) Accounting expense increased by approximately $15,000 to $42,000 for the three months ended March 31, 2014 compared to $27,000 for the three months ended March 31, 2013;

e) Office expense increased by approximately $30,000 to $33,000 for the three months ended March 31, 2014 compared to $3,000 for the three months ended March 31, 2013;

f) Travel expense increased by approximately $22,000 to $87,000 for the three months ended March 31, 2014 compared to $65,000 for the three months ended March 31, 2013;

g) Depreciation and amortization expense increased by approximately $1,284,000 to $1,503,000 for the three months ended March 31, 2014 compared to $219,000 for the three months ended March 31, 2013.

RESEARCH AND DEVELOPMENT. Research and development expenses increased by approximately $1,384,000, or 71%, during the three months ended March 31, 2014 to $3,324,346 from $1,939,888 for the three months ended March 31, 2013. The primary reason for the increase in research and development expense is due to increased lab expense related to prototype development. The major changes to research and development expenses are as follows:

a) Salaries and benefits attributable to research and development increased by approximately $316,000 to $1,346,000 for the three months ended March 31, 2014 compared to $1,030,000 for the three months ended March 31, 2013 primarily due to the following: an increase in salaries to $656,000 for the three months ended March 31, 2014 compared to $424,000 for the three months ended March 31, 2013 due to increased number of employees; an increase in stock compensation expense to $419,000 for the three months ended March 31, 2014 compared to $314,000 for the three months ended March 31, 2013; an increase in restricted stock expense to $124,000 for the three months ended March 31, 2014 compared to $70,000 for the three months ended March 31, 2013; a decrease in bonus accrual to $0 for the three months ended March 31, 2014 compared to $139,000 for the three months ended March 31, 2013;

b) Lab expense increased by approximately $978,000 to $1,812,000 for the three months ended March 31, 2014 compared to $834,000 for the three months ended March 31, 2013 primarily due to increased services related to prototype development; and

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c) Travel expense increased by approximately $46,000 to $67,000 for the three months ended March 31, 2014 compared to $21,000 for the three months ended March 31, 2013.

OTHER INCOME (EXPENSE).

Interest income, net, increased to income of $4,800 for the three months ended March 31, 2014 as compared to income of $990 for the three months ended March 31, 2013, primarily due to an increase in the average cash on hand during the three months ended March 31, 2014.

NET INCOME (LOSS). Net loss was $6,187,950 for the three months ended March 31, 2014, as compared to a net income of $947,415 for the three months ended March 31, 2013.

Off-Balance Sheet Transactions

We do not engage in material off-balance sheet transactions.

LIQUIDITY AND CAPITAL RESOURCES

We have historically financed our operations primarily through the issuance of equity and debt securities and by relying on other commercial financing. Until our products begin to earn enough revenue to support our operations, which may never happen, we will continue to be highly dependent on financing from third parties. On April 23, 2013 we sold 1,374,250 shares of our common stock, raising net proceeds of approximately $41.2 million. Barring unanticipated expenses, we expect the proceeds from this offering to support our operations until at least December 31, 2014.

Operating Activities

Cash used in operating activities during the three months ended March 31, 2014 was $4,422,682 as compared to cash provided by operating activities during the three months ended March 31, 2013 was $2,524,423.

Investing Activities

Cash used for investing activities during the three months ended March 31, 2014 was $610,672 as compared to $2,364,060 of cash used for the three months ended March 31, 2013. The use of cash for investing activities during the three months ended March 31, 2014 was primarily attributable to the purchase of equipment related to our research and development activities and for anticipated production.

Financing Activities

Historically, we have financed our operating and investing activities primarily from the sale of registered shares of our common stock to the public, short-term loans from private placements of convertible notes, private placements of equity securities and the sale of certain intellectual property.

The total net cash provided by financing activities was $28,520 for the three months ended March 31, 2014, which includes:

·	$28,520 of net proceeds from the exercise of stock options.

The total net cash provided by financing activities was $2,547,221 for the three months ended March 31, 2013, which includes:

·	$115,982 of net proceeds from the exercise of warrants; and

·	$2,431,239 of net proceeds from the exercise of stock options.

Working Capital

Our primary sources of liquidity have included the sale of registered shares of our common stock to the public, short-term loans from private placements of convertible notes, private placements of equity securities and the sale of certain intellectual property.

As of March 31, 2014, we had a cash balance of approximately $34.4 million and working capital of $28.9 million. We project that current cash reserves will sustain our operations through December 31, 2014, and we are not aware of any trends or potential events that are likely to adversely impact our short term liquidity through this term. As noted above, we raised net proceeds of approximately $41.2 million in April 2013 through the sale of our common stock.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not applicable.

ITEM 4. CONTROLS AND PROCEDURES.

Disclosure Controls and Procedures

As of March 31, 2014, management, including our Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial and accounting officer), performed an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934. Based on their evaluation, management concluded that, as of March 31, 2014, our disclosure controls and procedures are effective to ensure that material information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.

Changes in Internal Control Over Financial Reporting

We maintain a system of internal control over financial reporting that is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with accounting principles generally accepted in the United States. Based on the most recent evaluation, our Chief Executive Officer and Chief Financial Officer have determined that no significant changes in our internal control over financial reporting occurred during our most recent fiscal quarter that have materially affected, or are reasonably like to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Please see Note 3 to our unaudited financial statements for a description of the legal proceedings to which the Company is a party. There were no material developments in these proceedings during the quarter ended March 31, 2014.

ITEM 1A. RISK FACTORS

We incorporate herein by reference the risk factors included in our Annual Report on Form 10-K, which we filed with the Securities and Exchange Commission on February 26, 2014.

ITEM 6. EXHIBITS.

Exhibit No.		Description of Document
3.1		Composite Certificate of Incorporation of Uni-Pixel, Inc. (1)
3.2		Amended and Restated Bylaws of Uni-Pixel, Inc. (2)
31.1		Certification of the Chief Executive Officer, President and Principal Executive Officer of Uni-Pixel, Inc., pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (3)
31.2		Certification of the Chief Financial Officer of Uni-Pixel, Inc., pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (3)
32.1		Certification of the Chief Executive Officer, President and Principal Executive Officer of Uni-Pixel, Inc., pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (3) (4)
32.2		Certification of the Chief Financial Officer of Uni-Pixel, Inc., pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (3) (4)
101.INS		XBRL Instance Document (5)
101.SCH		XBRL Taxonomy Extension Schema (5)
101.CAL		XBRL Taxonomy Extension Calculation Linkbase (5)
101.DEF		XBRL Taxonomy Extension Definition Linkbase (5)
101.LAB		XBRL Taxonomy Extension Label Linkbase (5)
101.PRE		XBRL Taxonomy Extension Presentation Linkbase (5)

(1) Previously filed as an exhibit to Post-Effective Amendment No. 1 to the Company’s S-1 registration statement, number 333-169279 which was filed with the SEC on December 10, 2010 and incorporated by reference hereto.
(2) Previously filed as an exhibit to the Company’s Form 10-SB, filed on February 18, 2005, and incorporated by reference hereto.
(3) Filed herewith (4) The certification attached as Exhibit 32.1 and Exhibit 32.2 accompany this Quarterly Report on From 10-Q pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, shall not be deemed “filed” by the Registrant for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.
(5) Pursuant to applicable securities laws and regulations, the Registrant is deemed to have complied with the reporting obligation relating to the submission of interactive data files in such exhibits and is not subject to liability under any anti-fraud provisions of the federal securities laws as long as the Registrant has made a good faith attempt to comply with the submission requirements and promptly amends the interactive data files after becoming aware that the interactive data fails to comply with the submission requirements. These interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Section 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under these sections.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	UNI-PIXEL, INC.


May 8, 2014	By:	/s/ Jeff A. Hawthorne
Date		Jeff A. Hawthorne, Chief Executive Officer and President

	By:	/s/ Jeffrey W. Tomz
		Jeffrey W. Tomz, Chief Financial Officer

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