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
September 1, 2015
Date of Report (Date of Earliest Event Reported)
UNI-PIXEL, INC.
(Exact Name of Small Business Issuer as Specified in Its Charter)
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DELAWARE
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75-2926437
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification No.)
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4699 Old Ironsides Drive, Suite 300
Santa Clara, California 95054
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(Address of Principal Executive Offices)
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(408) 800-4047
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(Issuer’s Telephone Number, Including Area Code)
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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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.
On September 1, 2015, Hudson Bay Master Fund Ltd. (“Hudson Bay”) exercised its right to accelerate the payment of $700,000 of principal pursuant to the terms of that certain Senior Secured Convertible Note issued by Uni-Pixel, Inc. (the “Company”) to Hudson Bay on April 16, 2015.
On September 1, 2015, the Company issued a total of 1,854,243 shares of its common stock, $0.001 par value, to Hudson Bay in payment of the accelerated principal and for the payment of the installment due on September 1, 2015 in the amount of $750,000 in principal and $26,718.75 in interest. The Company relied on Section 4(a)(2) of the Securities Act of 1933 to issue the unregistered shares of common stock, inasmuch as Hudson Bay is an accredited investor and there was no form of general solicitation or general advertising in the offer and sale of the securities.
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 thereunto duly authorized.
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Date: September 2, 2015
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By:
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/s/ Christine Russell
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Christine Russell, Chief Financial Officer
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