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

August 10 21, 2017

Date of Report (Date of Earliest Event Reported)

UNI-PIXEL, INC.

(Exact Name of Small Business Issuer as Specified in Its Charter)

DELAWARE

001-34998

75-2926437

(State or Other Jurisdiction of
Incorporation or Organization)

(Commission

File Number)

(I.R.S. Employer
Identification No.)

4699 Old Ironsides Drive, Suite 300

Santa Clara, California 95054

(Address of Principal Executive Offices)

(281) 825-4500

(Issuer’s Telephone Number, Including Area Code)

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):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Item~~[ ] ~~1.01~~Soliciting ~~Entry~~material ~~into~~pursuant to aRule ~~Material~~14a-12 ~~Definitive~~under ~~Agreement~~the Exchange Act (17 CFR 240.14a-12)

~~On August~~[ ] ~~10, 2017, Uni~~Pre-~~Pixel,~~commencement ~~Inc. (the “Company”) entered into an equity purchase agreement (the “Equity~~communications Purchase Agreement”) with L2 Capital, LLC, a Kansas limited liability company (“L2 Capital”), relating to an offering (the “Offering”) of an aggregate of up to 14,146,649 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), of which 13,085,650 of such Shares are being offered in an indirect primary offering consisting of an equity line of credit. The Offering is being made pursuant to aRule ~~prospectus supplement dated and filed with the Securities and Exchange Commission~~ 14d-2(~~“SEC”~~b) on ~~August 10, 2017 and an accompanying prospectus dated July 10, 2015,~~ under the ~~Company’s~~Exchange ~~shelf~~Act ~~registration statement on Form S-3 declared effective by the SEC on January 10, 2015~~ (~~File~~17 ~~No.~~CFR ~~333~~240.14d-~~200316)~~ 2(~~the “Registration Statement”~~b)~~. Prior to the Company’s entry into the Equity Purchase Agreement, as of August 4, 2017, 73,210,642 shares of Common Stock were issued and outstanding.~~)

~~The Company~~Pre-commencement ~~initially~~communications ~~issued~~pursuant ~~1,060,999 Shares (the “Commitment Shares”)~~ to ~~L2 Capital as an inducement to enter~~ ~~into~~Rule ~~the Equity Purchase Agreement. Additionally, under the terms of the Equity Purchase Agreement, the Company has the right to “put,” or sell, up to 13,085,650 shares of Common Stock~~ 13e-4(~~the “Put Shares”~~c) tounder ~~L2 Capital for an Investment Amount (as defined below and subject to adjustment) based upon a per share price (~~the ~~“Purchase~~Exchange ~~Price”) equal~~Act ~~to the greater of~~ (i)17 ~~$0.36~~CFR ~~(the “Fixed Price”) or (ii) 90% of the Market Price (as defined below) on the date the Purchase Price is calculated (the “Variable Price”)~~240. For purposes of calculating the Variable Price, the “Market Price” means the lowest traded price on the Principal Market for any trading day during the Valuation Period, as reported by Bloomberg Finance L.P. or other reputable source, which shall be at least $0.05. The “Principal Market” means any of the national exchanges 13e-4(~~i.e., the NYSE, NYSE AMEX or Nasdaq~~c)~~, or principal quotation systems (i.e., OTCQX, OTCQB, OTC PINK or the OTC Bulletin Board~~)~~, or other principal exchange or recognized quotation system which is at the time the principal trading platform or market for our Common Stock.~~

~~From time~~Item to time over the term of the Equity Purchase Agreement, and at the Company’s sole discretion, the Company may make the put of the Put Shares by presenting L2 Capital with put notices (“Put Notices”) specifying a number of Put Shares to be purchased by L2 Capital pursuant to the terms of the Equity Purchase Agreement1.03 ~~Each~~Bankruptcy ~~Put Notice shall require L2 Capital to purchase Put Shares (i) in a minimum amount of not less than $25,000 and (ii) in a maximum amount of the lesser of (a) $1,000,000~~ or ~~(b) 150% of the Average Daily Trading Value (as defined below)~~Receivership. The “Average Daily Trading Value” means the average daily trading volume of the Common Stock in the 10 trading days immediately preceding the applicable Put Date, multiplied by the lowest traded price of the Common Stock in the 10 trading days immediately preceding the applicable Put Date. The “Put Date” means the date on which a Put Notice is deemed delivered, as set forth in the Equity Purchase Agreement.

~~The Company~~On isAugust ~~required~~24, to2017, ~~deliver~~the ~~Put~~board ~~Shares~~of ~~within~~directors (the 2“Board”) ~~trading~~of ~~days~~Uni-Pixel, ofInc., a Delaware corporation (the ~~applicable~~“Company”), ~~Put~~authorized ~~Date.~~the Company, ~~Each~~along ~~such~~with ~~purchase~~its ofsubsidiary ~~Put~~Uni-Pixel ~~Shares~~Displays, ~~will have~~Inc., ana ~~individual~~Texas ~~closing~~corporation (~~each~~“Displays” and, together with the Company, “Debtors”) to file a voluntary petition for relief under Title 11 of the U.S. Code (the “~~Closing~~Bankruptcy Code”) ~~within~~in 1the ~~trading~~United ~~day~~States ~~following~~Bankruptcy Court for the ~~end~~Northern District of California (the ~~applicable~~“Bankruptcy Court”). ~~Valuation~~The ~~Period~~petitions have not yet been filed but it is anticipated that the Company will do so in the next 1-2 business days. ~~The~~It ~~“Valuation~~is ~~Period”~~also currently ~~shall~~anticipated bethat the ~~period~~Debtors will file the petitions under Chapter 11 of 5the ~~trading~~Bankruptcy ~~days~~Code ~~immediately~~which ~~following~~would enable the ~~date~~Debtors onto ~~which~~act as “debtors-in-possession” under the ~~Put~~jurisdiction ~~Shares~~of ~~are~~the ~~delivered~~Bankruptcy toCourt L2and ~~Capital’s~~in ~~brokerage~~accordance ~~account~~with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court.

At As had been stated by the ~~applicable~~Company ~~Closing~~in its Periodic Reports, L2including ~~Capital~~its ~~shall~~Form ~~deliver~~10-Q for the ~~Investment~~period ~~Amount~~ended ~~(as~~June ~~defined~~30, ~~below~~2017, ~~and~~filed ~~subject~~by tothe ~~adjustment)~~Company towith the ~~Company.~~Securities and Exchange Commission ~~The~~(the “~~Investment Amount~~SEC”) ~~means~~on ~~the~~August ~~aggregate~~10, ~~Purchase~~2017, ~~Price~~it is obligated to advance expenses for the ~~Put~~defense ~~Shares~~of toits ~~the~~two ~~Company~~former executive officers, ~~minus~~Reed ~~clearing costs~~Killion ~~payable~~and toJeffrey L2Tomz, ~~Capital’s~~in ~~broker~~their ordefense toon ~~the~~an ~~Company’s~~action ~~transfer~~brought ~~agent~~against ~~for~~them by the ~~issuance~~SEC. ofA ~~the~~year ~~shares~~ago, ~~(the~~on ~~“Clearing~~August 22, ~~Costs”)~~2016, Messrs. ~~The~~Killion ~~number~~and ofTomz ~~Put~~filed ~~Shares~~an ~~upon~~action ~~which~~against the ~~Investment~~Company ~~Amount~~for isadvancement ~~calculated~~of isexpenses ~~subject to adjustment~~ in the ~~event~~Delaware Chancery Court. ~~that~~The Company disputed a portion of the ~~Variable~~expenses ~~Price~~incurred isin ~~less~~2016 ~~than~~as ~~the~~unreasonable, ~~Fixed~~but ~~Price~~has ~~with~~since ~~respect~~been ordered to apay ~~Put~~some of those disputed fees. In ~~such event~~addition, ~~the~~only ~~number~~a portion of ~~Put~~expenses ~~Shares~~incurred in 2017 have been advanced as ~~calculated with~~of ~~respect~~this totime. ~~the~~The ~~Investment~~Company ~~Amount~~and ~~shall~~Messrs. Killion beand ~~reduced~~Tomz tohave ~~equal~~been ~~the~~in ~~quotient~~discussions regarding timing of ~~(A)~~payment ~~the~~of ~~product~~advancement of ~~the~~expenses, ~~Put~~but ~~Shares~~have ofbeen ~~such~~unable ~~Put~~to reach ~~multiplied~~a byresolution ~~the~~and ~~Variable~~Messrs. ~~Price,~~Killion ~~minus~~and Tomz have moved to seek recourse in the ~~Clearing~~Delaware ~~Costs~~Chancery Court, ~~divided~~including byseeking ~~(B)~~to have the ~~Fixed~~Company ~~Price.~~liquidate Inassets ~~addition,~~to provide funds for the ~~number~~advancement of ~~shares equal~~expenses. toIn ~~the~~light ~~Put~~of ~~Shares~~this, asthe ~~initially~~Company ~~stated~~intends into use the bankruptcy ~~Put~~process ~~Notice,~~to ~~and~~seek ~~such~~to ~~reduced~~sell ~~number~~the assets of ~~Put~~the ~~Shares,~~Company ~~shall~~including bemanufacturing ~~deemed~~equipment, ~~true-up shares~~R&D ~~which~~equipment, ~~shall~~intellectual property ~~not~~assets, beindividually ~~included~~or asto ~~part~~an ofinterested ~~the~~buyer ~~Put~~in ~~Shares~~totality ~~for~~and ~~purposes~~subject ofto ~~calculation~~the approval of the ~~Investment~~Bankruptcy ~~Amount~~Court.

~~The Company~~On ~~may~~August ~~issue~~25, ~~Put Shares at any time on or after the date of the Equity Purchase Agreement~~2017, ~~until~~ the ~~earlier~~Company ofissued ~~(i)~~a ~~the date~~press onrelease ~~which~~announcing ~~L2 Capital has purchased 13,085,650 Put Shares, or (ii) July 9, 2018 (such period,~~ the ~~“Commitment~~intent ~~Period”), unless~~of the ~~Equity~~Debtors ~~Purchase~~to ~~Agreement~~file isvoluntary ~~terminated~~petitions ~~earlier~~for inrelief ~~accordance~~under ~~with its terms; provided, that,~~ the ~~Company~~Bankruptcy ~~is not permitted to submit more than one Put Notice to L2 Capital in any 10 trading day period without L2 Capital’s consent~~Code. ~~Further,~~ ~~the~~A ~~number~~copy of ~~Put Shares to be purchased by L2 Capital may not exceed~~ the ~~number of shares that, when added to the number~~press ofrelease ~~shares~~is ofattached ~~the~~as ~~Common~~Exhibit ~~Stock then beneficially owned by L2 Capital, would exceed 9.~~99~~% of the shares of Common Stock outstanding~~. ~~Additionally,~~1 ~~the~~to ~~Company~~this isCurrent ~~not~~Report ~~required~~on toForm ~~deliver~~8-K ~~Put Shares,~~ and ~~L2 Capital~~ is ~~not~~incorporated ~~entitled~~herein toby receive such Put Shares, if the issuance of such Put Shares would exceed the aggregate number of shares of the Common Stock that the Company may issue without breaching our obligations under the rules or regulations of the Principal Marketreference.

~~With regard~~Item to2.04 ~~the~~Triggering ~~purchase~~Events ~~and~~That ~~resale~~Accelerate ofor ~~the~~Increase ~~Put~~a ~~Shares,~~Direct L2Financial ~~Capital~~Obligation isor an ~~“underwriter”~~Obligation ~~within~~under ~~the~~an ~~meaning of the Securities Act of 1933, as amended (the “Securities Act”). Any broker~~Off-~~dealers~~Balance orSheet ~~agents that are involved in resales of Put Shares may be deemed “underwriters~~Arrangement.” The Company will receive proceeds from the sale of the Put Shares directly to L2 Capital pursuant to the Equity Purchase Agreement, however the Company will not receive any proceeds from the resale of the Put Shares by L2 Capital thereafter. The Benchmark Company, LLC has acted as the sole placement agent in connection with the Offering, for which it will receive a placement agent fee equal to 1% of the estimated gross proceeds calculated as the number of Shares offered, net of the Commitment Shares, multiplied by the Fixed Price.

~~The~~On ~~Equity~~August ~~Purchase~~22, ~~Agreement~~2017, ~~contains~~Western ~~customary~~Alliance ~~representations,~~Bank ~~warranties~~through ~~and~~its ~~agreements~~Bridge byBank division notified the Company, ~~customary~~that ~~conditions~~it ~~to closing,~~was ~~indemnification~~in ~~obligations~~default of that certain Loan and Security Agreement dated October 18, 2016 (the ~~Company~~“Loan and L2Security ~~Capital~~Agreement”), ~~including~~the ~~for~~terms ~~liabilities~~of which ~~under~~are disclosed in that certain Current Report on Form 8-K filed by the ~~Securities~~Company ~~Act~~with ~~other~~the ~~obligations~~SEC on October 24, 2016, and that as a result of such default, it was invoking the ~~parties~~default ~~and~~rate ~~termination~~of ~~provisions~~Prime Rate plus 6.25% ~~The~~effective ~~representations~~retroactively to August 14, ~~warranties~~2017, was declaring all obligations immediately due and ~~covenants~~payable, ~~contained~~was inceasing the ~~Equity~~advance ~~Purchase~~of ~~Agreement were~~money ~~made~~or ~~only~~extension of credit to or for ~~purposes~~the benefit of ~~such~~the ~~agreement~~Company under the Loan and asSecurity ofAgreement ~~specific~~or ~~dates~~under any other agreement between the Company and Western Alliance Bank, ~~were~~was ~~solely~~setting ~~for~~off and applying to the ~~benefit~~obligations any and all balances and deposits of the ~~parties~~Company toheld ~~such~~by ~~agreement,~~Western Alliance Bank, and ~~may~~was befreezing ~~subject~~and tocancelling ~~limitations~~any ~~agreed~~and ~~upon~~all bycorporate credit cards. As of the ~~contracting~~filing ~~parties~~of this Current Report on Form 8-K, the current amount outstanding to Western Alliance Bank is approximately $621,000.

~~A copy~~Item ~~of the Equity Purchase Agreement is attached as Exhibit 1~~2.105 toCosts ~~this~~Associated ~~report~~with ~~and~~Exit isor ~~incorporated~~Disposal ~~by reference herein~~Activities. The foregoing description of the terms of the Equity Purchase Agreement is only a summary of the material terms of the Equity Purchase Agreement, does not purport to be complete and is qualified in its entirety by reference to such exhibit.

~~In connection~~On ~~with~~August ~~the~~24, ~~offering~~2017, ~~and~~the ~~sale~~Boards of the ~~Common Stock, the following exhibits are being filed with this Current Report on~~Company ~~Form~~and ~~8-K~~Displays toauthorized ~~be incorporated by reference into~~ the ~~Registration~~Company ~~Statement:~~to ~~(1)~~terminate the ~~Equity~~employment ~~Purchase Agreement (Exhibit 1.1); (2) the opinion~~ of ~~Crowell~~all &employees ~~Moring LLP as to the validity~~ of the ~~sale~~Debtors, ~~and~~effective ~~issuance~~August ~~of the Shares in the Offering (Exhibit 5.1); and (3) the consent of Crowell & Moring LLP (Exhibit 23.1~~25, ~~included in Exhibit 5~~2017.~~1).~~

~~CAUTIONARY~~Item ~~NOTE REGARDING~~3.01 ~~FORWARD-LOOKING~~Notice ~~STATEMENTS~~of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

~~This~~On ~~Current~~August 21, 2017, the Company received notice that because the Periodic Report on Form 810-KQ ~~contains forward-looking~~for ~~statements~~the ~~regarding~~period ~~the~~ended ~~Company~~June 30, ~~including~~2017, ~~but~~filed ~~not~~by ~~limited~~the ~~to,~~Company with the ~~statement~~SEC ~~regarding~~on ~~.“puts”~~August ~~pursuant~~10, to2017, ~~the~~reported stockholders’ equity ~~purchase~~of ~~agreement. These~~$(596,000), ~~forward-looking~~and ~~statements~~such ~~are~~amount ~~based~~is onless ~~the~~than ~~Company’s~~$2,500,000, ~~current expectations~~ and ~~inherently~~as ~~involve~~of ~~significant~~August ~~risks~~18, ~~and~~2017, ~~uncertainties.~~the Company ~~Actual~~did ~~results~~not ~~and~~separately meet the ~~timing~~alternatives of ~~events~~sufficient ~~could~~market ~~differ~~value ~~materially~~of listed securities or net income from continuing ~~those~~operations, ~~anticipated~~the inCompany ~~such~~was ~~forward-looking~~not ~~statements~~in ascompliance awith ~~result~~NASDAQ ofRule ~~these~~5550(b) ~~risks~~ and, ~~uncertainties~~therefore, ~~including~~ceased ~~those~~to ~~risks~~qualify ~~detailed~~for continued listing ~~under~~of ~~the~~its ~~caption~~common ~~“Risk~~stock ~~Factors”~~on ~~and~~The ~~elsewhere~~Nasdaq inCapital Market (the ~~Company’s~~“Capital UMarket”).S. ~~Securities~~The ~~and~~notice ~~Exchange~~from ~~Commission~~the ~~filings~~Capital Market ~~and~~further ~~reports.~~informed ~~The~~the Company ~~cautions~~that ~~investors~~it ~~not~~has tobeen ~~place~~given ~~considerable~~45 ~~reliance~~days onto ~~the~~submit ~~forward-looking~~a ~~statements~~plan ~~contained~~to ~~in this~~regain ~~Current~~compliance. ~~Report~~If onsuch ~~Form~~a ~~8-K.~~plan ~~The~~is submitted, the Company ~~undertakes~~will nohave ~~duty~~180 ordays ~~obligation~~from August 21, 2017 to ~~update~~regain ~~any~~compliance ~~forward-looking~~before ~~statements~~its ~~contained~~common stock will be delisted. As of the filing inof this Current Report on Form 8-K, asthe aCompany ~~result~~has ofno ~~new~~plans ~~information,~~that ~~future~~it ~~events~~has ordetermined ~~changes~~to take in ~~its~~response ~~expectations~~to the notice from the Capital Market.

Item 85.0102 ~~Other~~Departure ~~Events~~of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) On August 1024, 2017, the ~~Company~~following ~~issued~~directors of ~~a press release announcing~~ the ~~entry~~Company ~~into~~resigned ~~the~~effective ~~Equity~~immediately: ~~Purchase~~Sam ~~Agreement~~I. AYoung, ~~copy~~Malcolm ofJ. ~~the~~Thompson, ~~press release~~James isE. ~~attached~~Doran, asRoss ~~Exhibit 99~~A.1 toYoung ~~this Current Report on Form 8-K~~ and isAnthony ~~incorporated herein by reference~~L. LeVecchio.

~~Item~~On 9August 25, 2017, the Company terminated the employment, each effective immediately, of Jeff Hawthorne, the Company’s Chief Executive Officer, and Christine Russell, the Company’s Chief Financial Officer.01 Each of Mr. ~~Financial~~Hawthorne ~~Statements~~and Ms. Russell will continue to serve the Company as consultants, subject to approval of the Bankruptcy Court on such terms and ~~Exhibits~~conditions as approved by the Bankruptcy Court. Mr. Hawthorne remains the principal executive officer of the Company, and Ms. Russell remains the principal financial and accounting officer of the Company.

~~(d) Exhibits~~Item 8.01 Other Events.

Exhibit No.		Description
1.1		Equity Purchase Agreement, dated August 10, 2017
5.1		Opinion of Crowell & Moring LLP
23.1		Consent of Crowell & Moring LLP (included in Exhibit 5.1 hereto)
99.1		Press Release issued by Uni-Pixel, Inc. on August 10, 2017

The Company issued shares of the Company’s common stock to L2 Capital, LLC, a Kansas limited liability company (“L2”), in connection with a put notice that was delivered to L2 on August 16, 2017, in accordance with the terms of that certain equity purchase agreement (the “Equity Purchase Agreement”) previously described in the Company’s Current Report on Form 8-K filed with the SEC on August 10, 2017. As a result of the issuance of such shares of common stock, an adjustment to the exercise price of the Company’s warrants issued in November 2015 (the “November 2015 Warrants”) has occurred pursuant to the terms of such warrants, reducing the exercise price of these November 2015 Warrants from $0.351633 to $0.1586 per share. In addition, pursuant to the terms of the November 2015 Warrants, there is an increase in the number of shares for which such November 2015 Warrants are exercisable, but such increase may be in an amount greater than the Company has available as authorized shares of common stock. Because the November 2015 Warrants requires the Company to reserve 100% of the shares of common stock issuable upon exercise of such warrants, failure to do so constitutes an “Authorized Share Failure” under the terms of the November 2015 Warrants.

~~SIGNATURES~~Item 9.01. Financial Statements and Exhibits.

~~Pursuant to~~(d) ~~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 hereunto duly authorized.~~Exhibits

Date: August 10, 2017	By:	/s/ Christine Russell
Exhibit No.		Description
		Christine Russell, Chief Financial Officer
99.1		Press Release issued by Uni-Pixel, Inc. on August 25, 2017.

~~EXHIBIT INDEX~~SIGNATURES

Exhibit No.		Description
1.1		Equity Purchase Agreement, dated August 10, 2017
5.1		Opinion of Crowell & Moring LLP
23.1		Consent of Crowell & Moring LLP (included in Exhibit 5.1 hereto)
99.1		Press Release issued by Uni-Pixel, Inc. on August 10, 2017

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 hereunto duly authorized.

Date: August 25, 2017	By:	/s/ Christine Russell
		Christine Russell, Chief Financial Officer

EXHIBIT INDEX

Exhibit No.		Description

99.1		Press Release issued by Uni-Pixel, Inc. on August 25, 2017.

Filing Compare · Uni-Pixel