S-8

As filed with the Securities and Exchange Commission on November 12, 2015

Registration No. 333-____________

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

	UNI-PIXEL, INC.
	(Exact name of registrant as specified in its charter)
Delaware		75-2926437
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

4699 Old Ironsides Drive, Suite 300 Santa Clara, California	95054
(Address of principal executive offices)	(Zip Code)

Uni-Pixel, Inc. 2011 Stock Incentive Plan, as amended

(Full title of the plan)

Jeff Hawthorne

Chief Executive Officer

Uni-Pixel, Inc.

4699 Old Ironsides Drive, Suite 300

Santa Clara, California 95054

(Name and address of agent for service)

(408) 800-4047

(Telephone number, including area code, of agent for service)

Copies to:

Jeffrey C. Selman

Crowell & Moring LLP

275 Battery Street, 23rd Flr.

San Francisco, CA, 94111

(415) 365-7442

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 definition of “large accelerated filer”, “accelerated filer”, or “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	☐	Accelerated filer	T
Non-accelerated filer	☐ (Do not check if a smaller reporting company)	Smaller reporting company	☐

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered	Amount to be Registered (1)		Proposed Maximum Offering Price Per Share (2)		Proposed Maximum Aggregate Offering Price		Amount of Registration Fee
Common Stock, par value $0.001		800,000	$	0.975	$	780,000	$	78.55

(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended, this registration statement shall also cover such indeterminate number of additional shares of the registrant’s common stock that become issuable by reason of any stock dividend, stock split, recapitalization or other similar transaction that increases the number of the registrant’s outstanding shares to be offered pursuant to the applicable plan described herein.

(2) Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(c) and (h)(1) of the Securities Act of 1933, as amended, based on the average of the high and low prices for the registrant’s common stock as reported on The Nasdaq Capital Market stock exchange on November 9, 2015.

EXPLANATORY NOTE

This Registration Statement on Form S-8 is being filed for the purpose of registering an additional 800,000 shares of common stock, par value $0.001 per share (the “Common Stock”), of Uni-Pixel, Inc., a Delaware corporation (the “Registrant”), issuable pursuant to the Uni-Pixel 2011 Stock Incentive Plan, as amended (the “Plan”).  Initial shares of the Plan were registered pursuant to that Registration Statement on Form S-8 (File No. 333-176850), filed with the Securities and Exchange Commission (the “SEC”) on September 15, 2011, the contents of which are hereby incorporated by reference. Additional shares of the Plan were registered pursuant to that Registration Statement on Form S-8 (File No. 333-188531), filed with the SEC on May 10, 2013, the contents of which are hereby incorporated by reference.

On January 29, 2015, the Board of Directors of the Registrant approved, and by vote of the stockholders of the Registrant dated May 12, 2015, the stockholders approved, the addition of 800,000 shares of Common Stock as issuable under the Plan by way of a second amendment to the Plan. Such increase became effective on the date of stockholder approval, May 12, 2015.

PART II

Information Required in the Registration Statement

Item 3.

The following documents filed by the Registrant with the Securities and Exchange Commission (the “Commission”) are incorporated herein by reference:

· Our Annual Report on Form 10-K for the fiscal year ended December 31, 2014, as filed with the SEC on February 26, 2015;  

· Our Quarterly Report on Form 10-Q for the quarters ended March 31, 2015, as filed with the SEC on May 11, 2015, June 30, 2015, as filed with the SEC on August 4, 2015, and September 30, 2015 as filed with the SEC on November 2, 2015;  

· Amendment No. 1 to our Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2015, as filed with the SEC on November 5, 2015;

· Our Current Reports on Form 8-K filed with the SEC on February 12, 2015, February 20, 2015, February 26, 2015, April 17, 2015 (as amended on June 19, 2015), April 23, 2015, April 27, 2015, May 1, 2015 (as amended on August 3, 2015), May 12, 2015, May 12, 2015, May 15, 2015, May 28, 2015, June 1, 2015, June 15, 2015, July 13, 2015, August 3, 2015, August 4, 2015 (as amended on August 10, 2015), September 3, 2015, November 2, 2015, November 4, 2015 and November 6, 2015; and  

· The description of our common stock included in our Registration Statement on Form 8-A/A, as filed with the SEC on December 9, 2010 pursuant to Section 12(b) of the Exchange Act, including any amendment or report filed for the purpose of updating such description.

In addition, all documents filed by the Registrant or the Plan pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered hereby have been sold or which deregisters all such securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and made part hereof from their respective dates of filing (such documents, and the documents listed above, being hereinafter referred to as “Incorporated Documents”); provided, however, that the documents listed above or subsequently filed by the Registrant or the Plan pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act in each year during which the offering made by this Registration Statement is in effect prior to the filing with the SEC of the Registrant’s Annual Report on Form 10-K covering such year shall cease to be Incorporated Documents or be incorporated by reference in this Registration Statement from and after the filing of such Annual Reports.

Any statement contained herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in any subsequently filed Incorporated Document modifies or supersedes such statement. Any statement contained in an Incorporated Document shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed Incorporated Document modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 8. Exhibits.

The Registrant files the exhibits identified below.

Exhibit Number	Description
4.1	Amended and Restated Certificate of Incorporation of the Registrant. Filed as an exhibit to the Registrant’s Form S-1, Amendment #3, filed on December 1, 2010, and incorporated by reference hereto.
4.2	Form of Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Registrant. Filed as an exhibit to the Registrant’s Form S-1, Amendment #3, filed on December 1, 2010, and incorporated by reference hereto.
4.3	Composite Certificate of Incorporation of the Registrant.  Filed as an exhibit to the Registrant’s Form S-1, Post-effective Amendment No. 1, filed on December 10, 2010, and incorporated by reference hereto..
4.4	Amended and Restated Bylaws of the Registrant. Filed as an exhibit to the Registrant’s Form 10-SB, filed on February 18, 2005, and incorporated by reference hereto.
4.5	Uni-Pixel, Inc. 2011 Stock Incentive Plan.  Filed as an exhibit to the Registrant’s Registration Statement on Form S-8 (Reg. No. 333-176850), filed on September 15, 2011, and incorporated by reference hereto.
4.6	Amendment No. 1 to Uni-Pixel 2011 Stock Incentive Plan.  Filed as an exhibit to the Registrant’s Registration Statement on Form S-8 (Reg. No. 333-188531), filed on May 10, 2013, and incorporated by reference hereto.
4.7*	Amendment No. 2 to Uni-Pixel 2011 Stock Incentive Plan.
5.1*	Opinion of Crowell & Moring LLP with respect to the legality of the Common Stock registered hereby.
23.1*	Consent of PMB Helin Donovan, LLP, Independent Registered Public Accounting Firm.
23.2*	Consent of Crowell & Moring LLP (included in the opinion filed as Exhibit 5.1).
24.1	Powers of Attorney (included on the signature page of this Registration Statement).

* Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Santa Clara, State of California on the 12th day of November, 2015.

UNI-PIXEL, INC.
By:	/S/ JEFF  A. HAWTHORNE
	Jeff  A. Hawthorne
	Chief Executive Officer

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints each of Jeff A. Hawthorne and Christine A. Russell, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement or any Registration Statement relating to this Registration Statement pursuant to Rule 462 under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and all documents in connection therewith, making such changes in this Registration Statement as such person or persons so acting deems appropriate, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his, her or their substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed as of November 12, 2015 by the following persons in the capacities indicated.

NAME	TITLE	DATE
/S/ JEFF  A. HAWTHORNE	Chief Executive Officer, President and Director	November 12, 2015
Jeff  A. Hawthorne	(Principal Executive Officer)
/S/ CHRISTINE A. RUSSELL	Chief Financial Officer (Principal Financial Officer and	November 12, 2015
Christine A. Russell	Principal Accounting Officer)
/S/ ANTHONY J. LEVECCHIO	Co-Chairman	November 12, 2015
Anthony J. LeVecchio
/S/ MALCOLM J. THOMPSON	Co-Chairman	November 12, 2015
Malcolm J. Thompson
/S/ROSS A. YOUNG	Director	November 12, 2015
Ross A. Young
/S/WILLIAM WAYNE PATTERSON	Director	November 12, 2015
William Wayne Patterson
/S/ CARL J. YANKOWSKI	Director	November 12, 2015
Carl J. Yankowski
/S/BRUCE I. BERKOFF	Director	November 12, 2015
Bruce I. Berkoff

EXHIBIT INDEX

Exhibit Number	Description
4.1	Amended and Restated Certificate of Incorporation of the Registrant. Filed as an exhibit to the Registrant’s Form S-1, Amendment #3, filed on December 1, 2010, and incorporated by reference hereto.
4.2	Form of Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Registrant. Filed as an exhibit to the Registrant’s Form S-1, Amendment #3, filed on December 1, 2010, and incorporated by reference hereto.
4.3	Composite Certificate of Incorporation of the Registrant.  Filed as an exhibit to the Registrant’s Form S-1, Post-effective Amendment No. 1, filed on December 10, 2010, and incorporated by reference hereto..
4.4	Amended and Restated Bylaws of the Registrant. Filed as an exhibit to the Registrant’s Form 10-SB, filed on February 18, 2005, and incorporated by reference hereto.
4.5	Uni-Pixel, Inc. 2011 Stock Incentive Plan.  Filed as an exhibit to the Registrant’s Registration Statement on Form S-8 (Reg. No. 333-176850), filed on September 15, 2011, and incorporated by reference hereto.
4.6	Amendment No. 1 to Uni-Pixel 2011 Stock Incentive Plan.  Filed as an exhibit to the Registrant’s Registration Statement on Form S-8 (Reg. No. 333-188531), filed on May 10, 2013, and incorporated by reference hereto.
4.7*	Amendment No. 2 to Uni-Pixel 2011 Stock Incentive Plan.
5.1*	Opinion of Crowell & Moring LLP with respect to the legality of the Common Stock registered hereby.
23.1*	Consent of PMB Helin Donovan, LLP, Independent Registered Public Accounting Firm.
23.2*	Consent of Crowell & Moring LLP (included in the opinion filed as Exhibit 5.1).
24.1	Powers of Attorney (included on the signature page of this Registration Statement).

* Filed herewith.

EX-4.7

Exhibit 4.7

AMENDMENT NO. 2 TO THE

UNI-PIXEL, INC. 2011 STOCK INCENTIVE PLAN

The undersigned hereby certifies that (1) she is the duly elected, qualified and acting Secretary of Uni-Pixel, Inc. (the “Company”) and (2) on January 29, 2015, in accordance with Section 13 of that certain Uni-Pixel, Inc. 2011 Stock Incentive Plan (the “Plan”), the Board of Directors of the Company amended the Plan, which amendment was approved by the stockholders of the Company and became effective on May 12, 2015.  Said amendment deleted the first sentence of sub-section 3.01 of Section 3, which states:

3.01.         Fixed Share Limit.  Subject to the provisions of Section 10, below, the maximum aggregate number of Shares which may be issued pursuant to all Awards (including Incentive Stock Options) is Two Million One Hundred Thousand (2,100,000) Shares.

and replaces it with the following:

3.01.         Fixed Share Limit.  Subject to the provisions of Section 10, below, the maximum aggregate number of Shares which may be issued pursuant to all Awards (including Incentive Stock Options) is Two Million Nine Hundred Thousand (2,900,000) Shares.

In all other respects, the terms and conditions of the Plan shall remain the same.

IN WITNESS WHEREOF, the undersigned has signed her name as of the date first above written.

/s/ Christine Russell

Christine Russell

Chief Financial Officer and Secretary

EX-5.1

Exhibit 5.1

November 12, 2015

Uni-Pixel, Inc.

4699 Old Ironsides Drive, Suite 300

Santa Clara, CA 95054

Ladies and Gentlemen:

This opinion is furnished in connection with the registration by Uni-Pixel, Inc. (the “Company”), pursuant to a Registration Statement on Form S-8 under the Securities Act of 1933, as amended (the “Securities Act”), to be filed with the Securities and Exchange Commission (the “SEC”) on or about November 12, 2015 (the “Registration Statement”), of an aggregate of 800,000 shares (the “Shares”) of common stock, par value $0.001 per share (the “Common Stock”), which Shares will be issuable to employees, directors and consultants of the Company upon the exercise of options or the satisfaction of criteria for other types of awards granted pursuant to the Uni-Pixel, Inc. 2011 Stock Incentive Plan, as amended (the “Plan”) or which the Company may issue as stock under the Plan.  This opinion letter is furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K, 17 C.F.R., ss. 229.601(b)(5) under the Securities Act.

We have acted as counsel to the Company in connection with the foregoing registration on Form S-8, and in that connection and for the purposes of this opinion, we have examined and relied upon originals or copies certified or otherwise identified to our satisfaction of such corporate records, instruments, certificates, memoranda, and other documents, and such certificates or comparable documents of public officials and of officers or other representatives of the Company as we have deemed in our judgment necessary or advisable for purposes of this opinion, including (i) the Registration Statement, (ii) a copy of the Plan, (iii) organizational documents of the Company, including the Company’s Amended and Restated Certificate of Incorporation, as amended and as currently in effect, and the Company’s Amended and Restated Bylaws, as currently in effect and (iv) minutes and records of the corporate proceedings of the Company with respect to the authorization of the sale and issuance of the Shares, with respect to the authorization of the sale and issuance of the Shares, in each case (excluding clause (i)) as certified by the Secretary of the Company on the date hereof as being complete, accurate and in effect.

With your consent, we have relied upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters.  In that examination, we have assumed with your permission and without independent investigation: (i) the genuineness of all signatures; (ii) that where any signature (other than a signature of the Company) purports to have been made in a corporate, governmental, fiduciary, or other capacity, the person who affixed such signature to such document had the power and authority to do so; (iii) the authenticity and completeness of all original documents reviewed by us in original or photostatic copy form; (iv) the conformity to the authentic originals of all documents submitted to us as certified, conformed or as photostatic copies; (v) the conformity of all provisions, terms and conditions contained in documents submitted to us in draft form with the provisions, terms and conditions contained in the executed final versions of such documents; (vi) that the documents, instruments and agreements shown to us are complete and no modifications to any thereof exist; (vii) that each individual who executes any document, instrument or agreement is legally competent to do so; and (viii) that each party, other than the Company, that has executed or will execute a document, instrument or agreement to which the Company is a signatory has all requisite power and authority and has duly and validly taken all necessary action to execute and deliver such documents, instruments and agreements and to perform the transactions contemplated thereby, that all such documents, instruments and agreements have been duly and validly executed and delivered by such party and that all such documents, instruments and agreements are legal, binding and enforceable obligations of such party.

We have further assumed that all options or other awards granted or to be granted pursuant to the Plan were or will be validly granted in accordance with the terms of the Plan, that all of the Shares to be issued upon exercise of such options or the satisfaction of criteria for other types of awards will be issued in accordance with the terms of such options or other awards and the Plan, and that all of the Shares to be sold or granted as stock will be sold or granted in accordance with the terms of the Plan.  We assume that the appropriate action will be taken, prior to the offer and sale of the Shares in accordance with the Plan, to register and qualify the Shares for sale under all applicable state Shares or “blue sky” laws, if applicable.

The opinions contained herein are limited to the General Corporation Law of the State of Delaware and the federal laws of the United States of America, and we express no opinion as to the laws of any other state or jurisdiction other than, and our opinion herein is limited to, the General Corporation Law of the State of Delaware. The opinion expressed herein is limited to the matters set forth in this letter and no other opinion should be inferred beyond the matters expressly stated.

Based upon, subject to and limited by the foregoing, we are of the opinion that:

(i)               the Shares have been duly authorized, and

(ii)               following (a) effectiveness of the Registration Statement under the Securities Act, and assuming that such effectiveness remains in effect throughout the period during which the Shares are offered, issued and sold pursuant to the Plan, (b) issuance and the delivery of the Shares pursuant to the terms of the Plan and the award agreements thereunder and (c) receipt by the Company of the consideration for the Shares specified in the applicable resolutions, as determined by the Board of Directors of the Company and as specified in the documents governing such grants and the Plan, the Shares will be validly issued, and the Shares will be fully paid and nonassessable.

We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement. In giving such consent we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the SEC thereunder.

This opinion is for your benefit in connection with the Registration Statement described above and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Securities Act. This opinion speaks as of the date hereof, and we assume no obligation to advise you of any changes in the foregoing subsequent to the delivery of this opinion letter. It is understood that this opinion is to be used only in connection with the offer and sale of Shares while the Registration Statement is in effect.  Except as provided in the preceding paragraph, this opinion may not be relied upon by any other person and this opinion may not be used, disclosed, quoted, filed with a governmental agency or otherwise referred to without our express prior written consent.

Very truly yours,

/s/ Crowell & Moring LLP

CROWELL & MORING LLP

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors

Uni-Pixel, Inc. and subsidiaries:

We consent to the use of our reports dated February 26, 2015, with respect to the consolidated balance sheets of Uni-Pixel, Inc. and subsidiaries as of December 31, 2014 and 2013, and the related consolidated statements of operations, shareholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2014, and the related financial statement schedule, and the effectiveness of internal control over financial reporting as of December 31, 2014, incorporated herein by reference.

/s/ PMB Helin Donovan

PMB Helin Donovan

Austin, TX

November 12, 2015