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 May 14, 2015, Hudson Bay Master Fund Ltd. (“Hudson Bay”) exercised its right to accelerate the payment of $1,300,000 of principal and $42,187.50 in interest 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 May15, 2015, the Company issued 450,459 shares of its common stock, $0.001 par value, to Hudson Bay in payment of the accelerated principal and interest. The Company relied on Section 4(a)(2) of the Securities Act of 1933 to issue the 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.
