Uni-Pixel Inc (fka UNXLQ)

[cabel]

https://www.sec.gov/Archives/edgar/data/1171012/000149315217000583/form8-k.htm

If agreement finalized we get $6 million and 20% royalty!!

Item 1.01 Entry into a Material Definitive Agreement.

On January 16, 2017, Uni-Pixel Displays, Inc. (“Displays”), a subsidiary of Uni-Pixel, Inc. (“UniPixel” or the “Company”) entered into a Memorandum of Understanding (“MOU”) with General Interface Solution Limited, a Samoa corporation (“GIS”), to engage in a strategic project regarding the manufacture of XTouch metal mesh sensors (the “Proposed Transaction”). The Proposed Transaction is contingent on the negotiation and execution of definitive agreements by the parties and other customary conditions. The term of the MOU shall be for three months while the parties negotiate the definitive agreements, but upon execution of the definitive agreements, the MOU shall terminate. The term of the Proposed Transaction shall be for three years, during which time Displays shall sublicense to GIS technology for the design and manufacture of XTouch sensors to be incorporated into touch module products and/or to be separately sold by GIS to third parties. Displays will also provide training and technical support to GIS for such design and manufacture. GIS shall make a $6 million cash investment within a month of execution of the definitive agreement. GIS shall also pay a royalty to Displays equal to 20% of sensor manufacturing cost for the sensors to be incorporated into touch module products and 30% of sensor sales prices for the sensors separately sold to third parties. However, there shall be no royalties applied to (a) the first 150,000 sensor units manufactured in 2017 and sold to other parties and (b) the first 300,000 sensor units manufactured in 2018 and sold to other parties.

Displays shall also lease to GIS a manufacturing pilot line / limited production line based in Display’s facility in Colorado Springs, Colorado. This manufacturing line will be leased to GIS until the earlier of (x) the establishment of a separate GIS facility and equipment or (y) expiration of the definitive agreement. After the term of the lease of the manufacturing line, GIS will have the option to extend the lease agreement of the manufacturing line for the manufacture of sensors in Colorado Springs for an additional payment determined at the time of lease extension with such payment not to exceed the average annual payment of the original lease. Displays shall be obligated to purchase from GIS, at GIS manufacturing cost plus 20%, the following minimum quantities of XTouch sensors:

1. 2017 – 1 million units

2. 2018 – 1.5 million units

3. 2019 – 2.0 million units

GIS will have no royalty obligation to Displays for the sensors that GIS sells to Displays. Minimum quantities will be contingent on Displays and GIS agreeing on manufacturing cost. Displays and GIS will meet on a quarterly basis to review manufacturing costs.

The parties shall also work in good faith to enter into a separate advanced technology development agreement targeted primarily at touch sensor modules for the flexible/foldable display market.

The full text of the MOU is furnished as Exhibit 10.1 and is incorporated herein by reference. The foregoing description of the terms of the MOU is only a summary of the material terms of the MOU, does not purport to be complete and is qualified in its entirety by reference to such exhibit.