Attached files
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| EX-31.1 - EX-31.1 - Uni-Pixel | ex31-1.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/A
(Amendment No. 1)
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the Quarterly Period Ended September 30, 2015
or
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the Transition Period from to
COMMISSION FILE NUMBER: 0-49737
UNI-PIXEL, INC.
(Exact Name of Registrant 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
(Address of Principal Executive Offices)
(408) 800-4047
(Issuer’s Telephone Number, Including Area Code)
8708 Technology Forest Place, Suite 100
The Woodlands, Texas 77381
(Former Address)
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. x Yes o No
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 October 31, 2015, the issuer had 19,562,599 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.
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Large accelerated filer o
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Accelerated filer x
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Non-accelerated filer o
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Smaller reporting company o
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(Do not check if a smaller reporting company)
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EXPLANATORY NOTE
The sole purpose of this Amendment No. 1 on Form 10-Q/A (the “Amendment”) to the Quarterly Report on Form 10-Q of Uni-Pixel, Inc. for the quarterly period ended September 30, 2015 that was filed with the Securities and Exchange Commission on November 2, 2015 (the “Form 10-Q”) is to add disclosure in “Part II – Other Information - Item 2. Unregistered Sales of Equity Securities and Use of Proceeds”, which was inadvertently omitted from the Form 10-Q as filed. Except as described above, no other amendments are being made to the Form 10-Q. This Amendment does not modify or update in any way the disclosures contained in the Form 10-Q.
As required by Rule 12b-15 promulgated under the Securities Exchange Act of 1934, as amended, the Company’s principal executive officer and principal financial officer are providing new Rule 13a-14(a) certifications in connection with this Form 10-Q/A.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
a) Sales of Unregistered Securities
On July 31, 2015 the Company issued an aggregate of 84,558 unregistered restricted common shares to certain of our directors and executive officers pursuant to our 2011 Stock Incentive Plan. These restricted common shares were issued for no consideration as part of the previously disclosed equity compensation of the Company’s directors and officers. The restricted common shares are subject to vesting, with 1/3rd vesting on July 31, 2016, 1/3rd vesting on July 31, 2017, and 1/3rd vesting on July 31, 2018.
The sales of the above securities were exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon Section 4(2) of the Securities Act. The recipients of the securities in each of these transactions represented their intentions to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends were placed upon the stock certificates issued in these transactions.
(b) Use of Proceeds
Not applicable.
c) Issuer Purchases of Equity Securities
Not applicable.
ITEM 6. EXHIBITS.
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Exhibit No.
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Description of Document
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31.1
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31.2
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101.INS
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XBRL Instance Document (2)
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101.SCH
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XBRL Taxonomy Extension Schema (2)
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101.CAL
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XBRL Taxonomy Extension Calculation Linkbase (2)
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101.DEF
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XBRL Taxonomy Extension Definition Linkbase (2)
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101.LAB
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XBRL Taxonomy Extension Label Linkbase (2)
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101.PRE
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XBRL Taxonomy Extension Presentation Linkbase (2)
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(1) Filed herewith
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(2) These exhibits were previously filed with the Uni-Pixel Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2015, filed with the Securities and Exchange Commission on November 2, 2015.
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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.
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UNI-PIXEL, INC.
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Date: November 5, 2015
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By:
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/s/ Jeff A. Hawthorne |
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Jeff A. Hawthorne, Chief Executive Officer and President
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By:
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/s/ Christine A. Russell |
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Christine A. Russell, Chief Financial Officer
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