UniPixel (UNXL) Prices 5.35M Common Stock Offering at $1.50/Share
posted on
May 27, 2016 08:37AM
On May 27, 2016, Uni-Pixel, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Roth Capital Partners, LLC as representative of the several underwriters set forth on Schedule A to the Underwriting Agreement (together with the Representatives, the “Underwriters”) relating to a public primary offering (the “Offering”) of an aggregate of 5,350,000 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”) at a public offering price of $1.50 per share (the “Offering Price”). Under the terms of the Underwriting Agreement, the Company granted the Underwriters a 30 day option to purchase up to an additional 802,500 shares of Common Stock to cover overallotments, if any (the “Overallotment Option”). The net proceeds to the Company from the sale of the Shares are expected to be approximately $7.46 million, after deducting underwriting discounts, assuming no exercise by the Underwriter of the Overallotment Option. The Offering is expected to close on or about June 2, 2016, subject to the satisfaction of customary closing conditions.
The Offering is being made pursuant to a prospectus supplement dated and filed with the Securities and Exchange Commission (“SEC”) on May 27, 2016 and an accompanying prospectus dated July 10, 2015, under the Company’s shelf registration statement on Form S-3 declared effective by the SEC on January 10, 2015 (File No. 333-200316) (the “Registration Statement”). The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties.
In connection with this Offering, the directors and executive officers of the Company have entered into Lock Up Agreements providing for a 90-day “lock-up” period following May 27, 2016 during which such individuals may not make sales of specified securities, subject to certain exceptions.