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** **

**UNITED STATESSECURITIES AND EXCHANGE COMMISSION**

**WASHINGTON, D.C. 20549**

 

**FORM 10-Q**

 

**x****      QUARTERLY REPORT PURSUANT TOSECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

 

**For the Quarterly Period Ended March 31,2010**

 

**or**

** **

**o****         TRANSITIONREPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACTOF 1934**

** **

**For theTransition Periodfrom                         to**

 

**COMMISSIONFILE NUMBER: 0-49737**

 

**UNI-PIXEL, INC.**

(Exact Name of Registrant as Specified in Its Charter)

 

| **DELAWARE**                                                     | ** ** | **75-2926437**                        |
|------------------------------------------------------------------|------------|---------------------------------------|
| (State or Other  Jurisdiction of  Incorporation or Organization) |       | (I.R.S. Employer  Identification No.) |

 

**8708 Technology Forest Place, Suite 100The Woodlands, Texas 77381**

(Address of Principal Executive Offices)

 

**(281) 825-4500**

(Issuer’s Telephone Number, Including Area Code)

 

Indicateby check mark whether the registrant: (1) has filed all reports requiredto be filed by Section 13 or 15(d) of the Securities Exchange Act of1934 during the preceding 12 months (or for such shorter period that theregistrant was required to file such reports), and (2) has been subject tosuch filing requirements for the past 90 days.   x Yes o No

 

Indicateby check mark whether the registrant has submitted electronically and posted onits corporate Web site, if any, every Interactive Data File required to besubmitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 ofthis chapter) during the preceding 12 months (or for such shorter period thatthe registrant was required to submit and post such files). Yes o   No o

 

Indicateby check mark whether the registrant is a shell company (as defined in Rule 12b-2of the Exchange Act).   Yes o   No x

 

As of May 10,2010, the issuer had 52,100,535 shares of issued and outstanding common stock,par value $0.001 per share.

 

Indicateby check mark whether the registrant is a large accelerated filer, anaccelerated filer, a non-accelerated filer, or a smaller reportingcompany.  See definitions of “largeaccelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2of the Exchange Act.

 

| Large  accelerated filer o                                             |   | Accelerated  filer o         |
|------------------------------------------------------------------------|--------|------------------------------|
|                                                                   |   |                         |
| Non-accelerated  filer o(Do not check if a  smaller reporting company) |   | Smaller  reporting company x |

 

 

 

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**TABLE OF CONTENTS**

 
| Part I.  | Financial Information                                                                                                           | 3      |
|---------------|---------------------------------------------------------------------------------------------------------------------------------|--------|
|          |                                                                                                                            |   |
| Item 1.       | Consolidated Financial  Statements                                                                                              | 3      |
|          |                                                                                                                            |   |
|          | Consolidated Balance  Sheets March 31, 2010 (unaudited) and December 31, 2009                                         | 3      |
|          |                                                                                                                            |   |
|          | Consolidated  Statements of Operations Three months ended March 31, 2010 (unaudited)  and March 31, 2009 (unaudited)  | 4      |
|          |                                                                                                                            |   |
|          | Consolidated  Statements of Shareholders’ Equity (Deficit) From December 31, 2007 to  March 31, 2010 (unaudited) | 5      |
|          |                                                                                                                            |   |
|          | Consolidated  Statements of Cash Flows Three months ended March 31, 2010 (unaudited)  and March 31, 2009 (unaudited)  | 6      |
|          |                                                                                                                            |   |
|          | Notes to  Unaudited Consolidated Financial Statements                                                                           | 7      |
|          |                                                                                                                            |   |
| Item 2.       | Management’s  Discussion and Analysis or Plan of Operation                                                                 | 17     |
|          |                                                                                                                            |   |
| Item 3.       | Quantitative  and Qualitative Disclosures About Market Risk                                                                     | 20     |
|          |                                                                                                                            |   |
| Item 4.       | Controls and  Procedures                                                                                                        | 20     |
|          |                                                                                                                            |   |
| Part II. | Other Information                                                                                                               | 21     |
|          |                                                                                                                            |   |
| Item 6.       | Exhibits                                                                                                                        | 21     |

 

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**PART I - FINANCIAL INFORMATION**

 

**ITEM 1. FINANCIAL STATEMENTS.**

 

Uni-Pixel, Inc.

Consolidated Balance Sheets

 
| ** **                                                                                                                                                                 | ** ** | **March 31,  2010** | ** ** | **December 31,  2009** | ** ** |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|--------------------------|------------|-----------------------------|------------|
| ** **                                                                                                                                                                 | ** ** | **(unaudited)**          | ** ** | ** **                  | ** ** |
| **ASSETS**                                                                                                                                                                 |       |                     |       |                        |       |
| Current  assets                                                                                                                                                            |       |                     |       |                        |       |
| Cash  and cash equivalents                                                                                                                                                 |       | $                        | 437,994    |                        | $          | 307,850 |   |
| Restricted  cash                                                                                                                                                           |       | 34,877                   |       | 34,877                      |       |
| Accounts  receivable                                                                                                                                                       |       | 21,375                   |       | —                      |       |
| Deferred  loan costs                                                                                                                                                       |       | 412,215                  |       | 385,549                     |       |
| Prepaid  expenses                                                                                                                                                          |       | 3,400                    |       | 3,400                       |       |
|                                                                                                                                                                       |       |                     |       |                        |       |
| Total  current assets                                                                                                                                                      |       | 909,861                  |       | 731,676                     |       |
|                                                                                                                                                                       |       |                     |       |                        |       |
| Property  and equipment, net of accumulated depreciation of $1,402,102 and $1,328,662,  atMarch 31,  2010 and December 31, 2009, respectively                    |       | 203,922                  |       | 277,361                     |       |
| Intangible  assets, net of accumulated amortization of $65,890 and $61,640, at  March 31, 2010 and December 31, 2009, respectively                               |       | 163,999                  |       | 168,250                     |       |
|                                                                                                                                                                       |       |                     |       |                        |       |
| Total  assets                                                                                                                                                              |       | $                        | 1,277,782  |                        | $          | 1,177,287 |   |
|                                                                                                                                                                       |       |                     |       |                        |       |
| **LIABILITIES AND SHAREHOLDERS’  DEFICIT**                                                                                                                            |       |                     |       |                        |       |
|                                                                                                                                                                       |       |                     |       |                        |       |
| Current  liabilities                                                                                                                                                       |       |                     |       |                        |       |
| Accounts  payable                                                                                                                                                          |       | $                        | 917,876    |                        | $          | 927,641 |   |
| Deferred  revenue                                                                                                                                                          |       | 33,333                   |       | 33,333                      |       |
| Current  portion of convertible note payable, net of unamortized discounts of $38,370  and$41,807 at  March 31, 2010 and December 31, 2009, respectively         |       | 3,061,630                |       | 2,283,193                   |       |
| Interest  payable                                                                                                                                                          |       | 112,200                  |       | 61,317                      |       |
|                                                                                                                                                                       |       |                     |       |                        |       |
| Total  current liabilities                                                                                                                                                 |       | 4,125,039                |       | 3,305,484                   |       |
|                                                                                                                                                                       |       |                     |       |                        |       |
| Total  liabilities                                                                                                                                                         |       | 4,125,039                |       | 3,305,484                   |       |
|                                                                                                                                                                       |       |                     |       |                        |       |
| Commitments  and contingencies (Note 4)                                                                                                                                    |       | —                   |       | —                      |       |
|                                                                                                                                                                       |       |                     |       |                        |       |
| Shareholders’  deficit                                                                                                                                                |       |                     |       |                        |       |
| Common  stock, $0.001 par value; 100,000,000 shares authorized, 52,100,535 shares  issued and outstanding at March 31, 2010 and December 31, 2009,  respectively |       | 52,101                   |       | 52,101                      |       |
| Additional  paid-in capital                                                                                                                                                |       | 49,156,437               |       | 47,728,226                  |       |
| Accumulated  deficit                                                                                                                                                       |       | (52,055,795              | )          | (49,908,524                 | )          |
|                                                                                                                                                                       |       |                     |       |                        |       |
| Total  shareholders’ deficit                                                                                                                                          |       | (2,847,257               | )          | (2,128,197                  | )          |
|                                                                                                                                                                       |       |                     |       |                        |       |
| Total  liabilities and shareholders’ deficit                                                                                                                          |       | $                        | 1,277,782  |                        | $          | 1,177,287 |   |

 

*See accompanying notes to thesecondensed consolidated financial statements.*

 

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Uni-Pixel, Inc.

Consolidated Statements of Operations

(unaudited)

 
| ** **                                                              | ** ** | **Three  Months Ended  March 31,** | ** ** |
|-------------------------------------------------------------------------|------------|-----------------------------------------|------------|
| ** **                                                              | ** ** | **2010**                                | ** ** | **2009** | ** ** |
|                                                                    |       |                                    |       |   |   |
| Revenues                                                                |       |                                    |       |   |   |
| Development  contract revenue                                           |       | $                                       | 63,536     |   | $ | — |   |
|                                                                    |       |                                    |       |   |   |
| Total  revenues                                                         |       | —                                  |       | — |   |
|                                                                    |       |                                    |       |   |   |
| Cost  of revenues                                                       |       | —                                  |       | — |   |
|                                                                    |       |                                    |       |   |   |
| Gross  margin                                                           |       | 63,536                                  |       | — |   |
|                                                                    |       |                                    |       |   |   |
| Selling,  general and administrative expenses                           |       | 1,150,756                               |       | 812,770 |   |
| Research  and development                                               |       | 851,112                                 |       | 1,010,346 |   |
|                                                                    |       |                                    |       |   |   |
| Operating  loss                                                         |       | (1,938,332                              | )          | (1,823,116 | ) |
|                                                                    |       |                                    |       |   |   |
| Other  income (expense)                                                 |       |                                    |       |   |   |
| Debt  issuance expense                                                  |       | (142,612                                | )          | — |   |
| Interest  income (expense), net                                         |       | (66,327                                 | )          | 3,530 |   |
|                                                                    |       |                                    |       |   |   |
| Net  loss                                                               |       | $                                       | (2,147,271 | ) | $ | (1,819,586 | ) |
|                                                                    |       |                                    |       |   |   |
| Preferred  stock dividends and amortization of discount                 |       | —                                  |       | (1,181,676 | ) |
| Net  loss attributable to common shareholders                           |       | $                                       | (2,147,271 | ) | $ | (3,001,262 | ) |
|                                                                    |       |                                    |       |   |   |
| Per  share information                                                  |       |                                    |       |   |   |
| Net  loss — basic and diluted                                      |       | $                                       | (0.04      | ) | $ | (0.08 | ) |
| Preferred  stock dividends                                              |       | —                                  |       | (0.05 | ) |
| Net  loss attributable to common shareholders — basic and diluted  |       | $                                       | (0.04      | ) | $ | (0.13 | ) |
|                                                                    |       |                                    |       |   |   |
| Weighted  average number of basic and diluted common shares outstanding |       | 52,100,535                              |       | 22,897,418 |   |

 

*See accompanying notes to thesecondensed consolidated financial statements.*

 

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Uni-Pixel, Inc.

Consolidated Statementsof Shareholders’ Equity (Deficit)

 
| ** **                                                                                                                            | ** ** | ** **            | ** ** | ** **     | ** ** | ** **           | ** ** | ** **               | ** ** | **Total**             | ** **  |
|---------------------------------------------------------------------------------------------------------------------------------------|------------|-----------------------|------------|----------------|------------|----------------------|------------|--------------------------|------------|-----------------------|-------------|
| ** **                                                                                                                            | ** ** | **Common Stock**      | ** ** | **Additional** | ** ** | ** **           | ** ** | **Shareholders’**   | ** ** |
| ** **                                                                                                                            | ** ** | **Number of  Shares** | ** ** | **Amount**     | ** ** | **Paid-In  Capital** | ** ** | **Accumulated  Deficit** | ** ** | **Equity  (Deficit)** | ** **  |
| Balance, December 31, 2007                                                                                                       |       | 22,897,418            |       | $              | 22,897     |                 | $          | 34,512,298               |       | $                     | (32,890,975 | ) | $ | 1,644,220 |   |
| Stock compensation expense                                                                                                            |       | —                |       | —         |       | 1,037,441            |       | —                   |       | 1,037,441             |        |
| Issuance of warrants to consultants                                                                                                   |       | —                |       | —         |       | 5,919                |       | —                   |       | 5,919                 |        |
| Amortization of discount of Series B Preferred  Stock                                                                            |       | —                |       | —         |       | (1,486,240           | )          | —                   |       | (1,486,240            | )           |
| Amortization of discount of Series C Preferred  Stock                                                                            |       | —                |       | —         |       | (1,523,858           | )          | —                   |       | (1,523,858            | )           |
| Series B Preferred Stock dividends                                                                                               |       | —                |       | —         |       | (960,000             | )          | —                   |       | (960,000              | )           |
| Series C Preferred Stock dividends                                                                                               |       | —                |       | —         |       | (800,000             | )          | —                   |       | (800,000              | )           |
| Net loss                                                                                                                              |       | —                |       | —         |       | —               |       | (10,584,416              | )          | (10,584,416           | )           |
| Balance, December 31, 2008                                                                                                       |       | 22,897,418            |       | $              | 22,897     |                 | $          | 30,785,560               |       | $                     | (43,475,391 | ) | $ | (12,666,934 | ) |
| Conversion of Series B & C Preferred  Stock                                                                             |       | 29,203,117            |       | 29,204         |       | 17,910,605           |       | —                   |       | 17,939,809            |        |
| Additional warrants and dividends issued to  Series B & C Preferred Stock holders to induce conversion to  common stock |       | —                |       | —         |       | 1,060,295            |       | (1,060,295               | )          | —                |        |
| Stock compensation expense                                                                                                            |       | —                |       | —         |       | 1,234,419            |       | —                   |       | 1,234,419             |        |
| Issuance of warrants to convertible note investors                                                                                    |       | —                |       | —         |       | 61,389               |       | —                   |       | 61,389                |        |
| Issuance of warrants to placement agent                                                                                               |       | —                |       | —         |       | 245,094              |       | —                   |       | 245,094               |        |
| Amortization of discount of Series B Preferred  Stock                                                                            |       | —                |       | —         |       | (1,114,681           | )          | —                   |       | (1,114,681            | )           |
| Amortization of discount of Series C Preferred  Stock                                                                            |       | —                |       | —         |       | (1,142,893           | )          | —                   |       | (1,142,893            | )           |
| Series B Preferred Stock dividends                                                                                               |       | —                |       | —         |       | (715,397             | )          | —                   |       | (715,397              | )           |
| Series C Preferred Stock dividends                                                                                               |       | —                |       | —         |       | (596,165             | )          | —                   |       | (596,165              | )           |
| Net loss                                                                                                                              |       | —                |       | —         |       | —               |       | (5,372,838               | )          | (5,372,838            | )           |
| Balance, December 31, 2009                                                                                                       |       | 52,100,535            |       | $              | 52,101     |                 | $          | 47,728,226               |       | $                     | (49,908,524 | ) | $ | (2,128,197 | ) |
| Stock compensation expense                                                                                                            |       | —                |       | —         |       | 1,355,648            |       | —                   |       | 1,355,648             |        |
| Issuance of warrants to convertible note investors                                                                                    |       | —                |       | —         |       | 12,010               |       | —                   |       | 12,010                |        |
| Issuance of warrants to placement agent                                                                                               |       | —                |       | —         |       | 60,553               |       | —                   |       | 60,553                |        |
| Net loss                                                                                                                              |       | —                |       | —         |       | —               |       | (2,147,271               | )          | (2,147,271            | )           |
| Balance, March 31, 2010 (unaudited)                                                                                              |       | 52,100,535            |       | $              | 52,101     |                 | $          | 49,156,437               |       | $                     | (52,055,795 | ) | $ | (2,847,257 | ) |

 

*The accompanying notes are anintegral part of these consolidated financial statements.*

 

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Uni-Pixel, Inc.

Consolidated Statements of Cash Flows

(unaudited)

 
| ** **                                                                   | ** ** | **Three  Months Ended  March 31,** | ** ** |
|------------------------------------------------------------------------------|------------|-----------------------------------------|------------|
| ** **                                                                   | ** ** | **2010**                                | ** ** | **2009** | ** ** |
| Cash  flows from operating activities                                        |       |                                    |       |   |   |
| Net  loss                                                                    |       | $                                       | (2,147,271 | ) | $ | (1,819,586 | ) |
| Adjustments  to reconcile net loss to net cash used in operating activities: |       |                                    |       |   |   |
| Depreciation  and amortization                                               |       | 77,690                                  |       | 83,266 |   |
| Stock  compensation expense                                                  |       | 1,355,648                               |       | 635,796 |   |
| Amortization  of deferred loan costs                                         |       | 142,612                                 |       | — |   |
| Amortization  of discounts on notes payable                                  |       | 15,448                                  |       | — |   |
| Change  in operating assets and liabilities:                                 |       |                                    |       |   |   |
| Increase  in accounts receivable                                             |       | (21,375                                 | )          | — |   |
| Increase  (decrease) in accounts payable                                     |       | (9,765                                  | )          | 103,617 |   |
| Increase  in accrued interest payable                                        |       | 50,883                                  |       | — |   |
| Increase  in accrued expenses and other liabilities                          |       | —                                  |       | 100,037 |   |
| Net  cash used in operating activities                                       |       | (536,130                                | )          | (896,870 | ) |
|                                                                         |       |                                    |       |   |   |
| Cash  flows from investing activities                                        |       |                                    |       |   |   |
| Net  cash used in investing activities                                       |       | —                                  |       | — |   |
|                                                                         |       |                                    |       |   |   |
| Cash  flows from financing activities                                        |       |                                    |       |   |   |
| Proceeds  from convertible notes payable                                     |       | 775,000                                 |       | — |   |
| Payment  of deferred loan costs                                              |       | (108,726                                | )          | — |   |
| Net  cash provided by financing activities                                   |       | 666,274                                 |       | — |   |
|                                                                         |       |                                    |       |   |   |
| Net  increase (decrease) in cash and cash equivalents                        |       | 130,144                                 |       | (896,870 | ) |
| Cash  and cash equivalents, beginning of period                              |       | 307,850                                 |       | 2,035,547 |   |
| Cash  and cash equivalents, end of period                                    |       | $                                       | 437,994    |   | $ | 1,138,677 |   |
|                                                                         |       |                                    |       |   |   |
| Supplemental  disclosures of cash flow information:                          |       |                                    |       |   |   |
| Preferred  stock dividend and amortization of discount                       |       | $                                       | —     |   | $ | 1,181,676 |   |
| Issuance  of warrants to convertible note investors                          |       | $                                       | 12,010     |   | $ | — |   |
| Issuance  of warrants to Placement Agent                                     |       | $                                       | 60,553     |   | $ | — |   |

 

*See accompanying notes to thesecondensed consolidated financial statements.*

 

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**Uni-Pixel, Inc.**

**Notes to Unaudited Consolidated FinancialStatements**

 

**Note 1 —Basis of Presentation, Business and Organization**

 

Uni-Pixel, Inc., a Delaware corporation, is theparent company of Uni-Pixel Displays, Inc., its wholly-owned operatingsubsidiary.  As used herein, “Uni-Pixel,” “we,” “us,” and “our” refer toUni-Pixel, Inc. and Uni-Pixel Displays, Inc.  Our common stock,par value $0.001 per share, is quoted on the NASDAQ Over the Counter — BulletinBoard (“OTCBB”) under the ticker symbol “UNXL.”

 

Uni-Pixel is a productionstage company delivering its Clearly SuperiorTM Performance Engineered Films tothe Lighting & Display, Solar and Flexible Electronics marketsegments. We have approximately 100 patents issued or filed and has extensiveexpertise, technology know-how and trade secrets—protecting its performanceengineered film development and manufacturing platforms.

 

Uni-Pixel’s newlydeveloped UniBossTM thin film high volume roll to roll or continuous flowmanufacturing process offers high fidelity replication of advanced micro-opticstructures and surface characteristics over large area, combined with a thinfilm conductive element. We will sell our films as sub components for use inLCD, FSC — LCD and are own Time Multiplexed Optical Shutter (“TMOS”) developeddisplay technology as a back light film and active film sub-component.   We are currently shipping our ClearlySuperior TM Finger Print Resistant protective cover films for multiple touchenabled devices. We sell our films under the Clearly SuperiorTM brand as well asprivate label and OEM.

 

Uni-Pixel is developing3D Films, ITO-Less Touch Films, Privacy Films and Flexible Electronic Filmsbased on our newly-developed UniBossTM manufacturing process for flexible thin-film conductors. In addition,our work in developing TMOS has led to advances in the thin-film and advancedoptics arenas that can be leveraged for other marketable applications. Uni-Pixel intends to explore the business potential within these applicationsand pursue those markets that offer profitable opportunities either throughlicensing or direct production and sales.  As of March 31, 2010,UniPixel had accumulated a total deficit of $52.1 million from operations inpursuit of these objectives.

 

Uni-Pixel anticipatesthat its initial film sales will allow us to fund and support furthertechnology developments in the Lighting & Display, 3D, Solar, Avionicsand Flexible Electronics market segments.

 

Uni-Pixel developed TMOSdisplay offerings will enable thin, lightweight and power-efficient devices,which are highly suitable for use in full-color display applications. Uni- Pixel believes TMOS displays will be able to capture a share of thegrowing $100+ billion flat panel display market due to the significantadvantages it has the potential to provide over competing display technologieswith respect to manufacturing and materials cost, brightness, power efficiency,viewing angle and video response time and image quality.

 

Uni-Pixel’s strategy isto further develop its proprietary Clearly SuperiorTM Performance EngineeredFilms technology around the 5 -6 vertical markets the company currentlysupports.  We have and will continue to utilize contract manufacturing forprototype fabrication to augment its internal capabilities in the shortterm.  Uni-Pixel also plans to supply its key thin film components andenter into joint developments or ventures in key vertical market segments toexploit the existing manufacturing and distribution channels of our targetedpartners.  TMOS Display technology will be licensed to displaymanufacturers and supporting partner companies for use in applications such asmobile phones, digital cameras, laptop computers and other consumer electronicdevices. Through Uni-Pixel’s internal research and development efforts, we haveestablished a strong portfolio of TMOS-related patents and patent applications,as well as other intellectual property rights that support these joint ventureand licensing strategies. To this end, we hold 41 issued patents, 1allowed patent, and 79 pending patent applications filed in key venuesworldwide including regionally in Europe, Asia Pacific, South America and NorthAmerica.

 

Since our inception, wehave been primarily engaged in developing our initial product technologies,recruiting personnel, commencing our U.S. operations and obtaining sufficientcapital to meet our working capital needs. In the course of our developmentactivities, we have sustained losses and expect such losses to continue throughat least 2010. We will finance our operations primarily through our existingcash and possible future financing transactions.

 

Our ability to operateprofitably under our current business plan is largely contingent upon oursuccess in developing our products beyond proof of concept to final prototypes,supporting transferable manufacturing processes to partners to produce ourproducts and successfully developing markets and manufacturing relationshipsfor our products.  We may be required toobtain additional capital in the future to expand our operations. No assurancecan be given that we will be able to develop our products, successfully developthe markets or profitable manufacturing methods for our products, or raise anysuch additional capital as we might need, either through equity or debtfinancing, on satisfactory terms or at all. Additionally, no assurance can begiven that any 

 

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such financing, ifobtained, will be adequate to meet our ultimate capital needs or to support ourgrowth. If adequate capital cannot be obtained on satisfactory terms, ouroperations could be negatively impacted.

 

If we achieve growth inour operations in the next few years, such growth could place a strain on ourmanagement, administrative, operational and financial infrastructure. Ourability to manage our current operations and future growth requires thecontinued improvement of operational, financial and management controls,reporting systems and procedures. In addition, we may find it necessary to hireadditional management, financial and sales and marketing personnel to manageour expanding operations. If we are unable to manage this growth effectively,our business, operating results and financial condition may be materiallyadversely affected.

 

As of March 31,2010, we had cash and cash equivalents of $0.4 million.  We believe thatour existing capital resources are adequate to finance our operations until May 15,2010.  However, our long-term viabilityis dependent upon our ability to successfully operate our business, develop ourmanufacturing process, sign partnership agreements, develop our products andraise additional debt and equity to meet our business objectives.

 

*CorporateHistory*

 

Uni-Pixel, Inc. wasoriginally incorporated in the State of Nevada as Super Shops, Inc. On November 15,1999, Super Shops and its sister companies filed an amended petition underChapter 11 of the United States Bankruptcy Code. On July 31, 2000,the court approved Super Shops’ Amended Joint Plan of Reorganization. On October 13,2000, and in accordance with the Plan of Reorganization, the management ofSuper Shops changed its state of incorporation from Nevada to Delaware bymerging with and into NEV Acquisition Corp., a Delaware corporation formedsolely for the purpose of effecting the reincorporation. On June 13, 2001,NEV Acquisition Corp. changed its corporate name to Real-Estateforlease.com, Inc.,as a result of the merger transaction discussed in the following paragraph.

 

Real-Estateforlease.com, Inc.was incorporated on May 24, 2001, in the State of Delaware to serve as abusiness-to-business internet information intermediary providing turnkeymarketing services to facilitate the leasing of commercial real estateproperties. On June 13, 2001, the management of NEV Acquisition Corp.entered into an Agreement and Plan of Merger with Real-Estateforlease.com, Inc.pursuant to which the sole stockholder and founder of Real-Estateforlease.com, Inc.exchanged his equity ownership interest in Real-Estateforlease.com, Inc.for 9,500,000 shares (or approximately 96%) of NEV Acquisition Corp.’s commonstock. At the time of the merger between Real-Estateforlease.com, Inc. andNEV Acquisition Corp., Real-Estateforlease.com, Inc. had no operations andessentially no assets. Efforts by Real-Estateforlease.com, Inc. toimplement its business plan ceased in June 2002. Prior toReal-Estateforlease.com, Inc.’s merger with Uni-Pixel Displays, Inc.,as described in the next paragraph, Real-Estateforlease.com, Inc. had nooperations and no material assets or liabilities.

 

Our wholly-owned subsidiary,Uni-Pixel Displays, Inc., was originally incorporated as TralasTechnologies, Inc., a Texas corporation, on February 17, 1998. TralasTechnologies, Inc. changed its name to Uni-Pixel Displays, Inc.during 2001. On December 7, 2004, Real-Estateforlease.com, Inc.entered into a merger agreement with Uni-Pixel Displays, Inc. and certainother parties pursuant to which Uni-Pixel Displays, Inc. became awholly-owned subsidiary of Real-Estateforlease.com, Inc. Pursuant to themerger, we changed our name to “Uni-Pixel, Inc.” at the annual meeting ofour stockholders held in January 2005.

 

*Basisof Presentation*

 

The consolidatedfinancial statements presented in this quarterly report include Uni-Pixel, Inc.and our wholly-owned subsidiary, Uni-Pixel Displays, Inc. All significantintercompany transactions and balances have been eliminated. Uni-Pixel Displays, Inc.was, for accounting purposes, the surviving entity of the merger, andaccordingly for the periods prior to the merger, the financial statementsreflect the financial position, results of operations and cash flows ofUni-Pixel Displays, Inc.  The assets, liabilities, operations andcash flows of Real-Estateforlease.com, Inc. are included in theconsolidated financial statements from December 10, 2004 onward.  During the first quarter of 2010 we began tomanufacture, market and sell our thin film product, and we are no longerconsidered a developmental stage entity as defined by the Financial AccountingStandards Board.

 

**Note 2 -****                 ****Going Concern**

 

Ouraccompanying consolidated financial statements have been prepared assuming thatwe will continue as a going concern, which contemplates realization of assetsand the satisfaction of liabilities in the normal course of business.  However, Uni-Pixel has sustained losses andnegative cash flows from operations since its inception. As shown in theaccompanying consolidated financial statements, Uni-Pixel incurred recurringnet losses of $2.1 million and $1.8 million for the three months ended March 31,2010 and 2009, respectively, has negative working capital of $3.2 million andhas an accumulated deficit of $52.1 million as of March 31, 2010.  The Company’s ability to meet its obligationsin the ordinary course of business is dependent upon its ability to establishprofitable operations, raise additional financing through public or privateequity financings, enter into 

 

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collaborative or otherarrangements with corporate sources, or secure other sources of financing tofund operations.  Starting in the fourthquarter of 2008, the Company’s management began to reduce operating expensesand delay planned expenditures to maximize cash available for working capitalneeds.

 

In 2009, the Companyraised a total of $2,325,000 in convertible notes.  In the first quarter of 2010, the Companyraised a total of $775,000 in convertible notes.  Management believes that it has sufficientcash to enable the Company to continue operations until May 15, 2010.

 

Our growth and continuedoperations could be impaired by limitations on our access to the capitalmarkets.  In the event that we do not raise additional funding, wemay be forced to further scale back our operations which would have a materialadverse impact upon our ability to pursue our business plan.  We haveno commitments from officers, directors or affiliates to providefunding.  There can be no assurance that capital from outside sourceswill be available, or if such financing is available, it may involve issuingsecurities senior to our common stock or equity financings which are dilutiveto holders of our common stock.  In addition, in the event we do notraise additional capital from conventional sources, it is likely that ourgrowth will be restricted and we may need to scale back or curtail implementingour business plan.

 

Our ability to reachprofitably under our current business plan is largely contingent upon oursuccess in developing beyond proof of concept to final prototypes andsupporting transferable manufacturing processes to partners to produce for saleour products and upon our successful development of markets for our productsand successful manufacturing relationships.  We will need to obtainadditional capital in the future to expand our operations. No assurance can begiven that we will be able to develop our products, successfully develop themarkets for our products or profitable manufacturing methods, or raise any suchadditional capital as we might need, either through equity or debt financing,on satisfactory terms or at all. Additionally, no assurance can be given thatany such financing, if obtained, will be adequate to meet our ultimate capitalneeds or to support our growth. If adequate capital cannot be obtained onsatisfactory terms, our operations could be negatively impacted.

 

The conditions describedabove create substantial doubt as to Uni-Pixel’s ability to continue as a goingconcern.  The March 31, 2010 condensed consolidated financialstatements do not include any adjustments to reflect the possible futureeffects on the recoverability and classification of assets or the amounts andclassifications of liabilities that may result from the outcome of this uncertainty.

 

**Note 3 - Summary ofSignificant Accounting Policies**

 

*Interimfinancial information*

 

The condensedconsolidated financial statements included herein, which have not been auditedpursuant to the rules and regulations of the Securities and ExchangeCommission, reflect all adjustments which, in the opinion of management, arenecessary for a fair presentation of financial position, results of operationsand cash flows for the interim periods on a basis consistent with the annualaudited statements. All such adjustments are of a normal recurring nature. Theresults of operations for interim periods are not necessarily indicative of theresults that may be expected for any other interim period or for a full year.Certain information, accounting policies and footnote disclosures normallyincluded in consolidated financial statements prepared in conformity withaccounting principles generally accepted in the United States of America havebeen omitted pursuant to such rules and regulations, although we believethat the disclosures are adequate to make the information presented notmisleading. These consolidated financial statements should be read inconjunction with our audited consolidated financial statements included in our Form 10-K,for the year ended December 31, 2009, filed with the Securities andExchange Commission on March 12, 2010.

 

The accounting andreporting policies of the Company conform to U.S. generally accepted accountingprinciples (GAAP) and to the practices within the technology industry.  There have been no significant changes in theCompany’s significant accounting policies during the three months ended March 31,2010 compared to what was previously disclosed in the Company’s Annual Reporton 10-K for the year ended December 31, 2009. The consolidated financialinformation as of December 31, 2009 included herein has been derived fromthe Company’s audited consolidated financial statements as of, and for thefiscal year ended, December 31, 2009.

 

*Use ofestimates*

 

The preparation of financialstatements in conformity with accounting principles generally accepted in theUnited States of America requires us to make estimates and assumptions thataffect the reported amounts of assets and liabilities, disclosures ofcontingent assets and liabilities at the date of the financial statements andthe reported amounts of revenues and expenses during the reporting period.Examples include provisions for bad debts, useful lives of property andequipment and intangible assets, impairment of property and equipment andintangible assets, deferred taxes, and the provision for and disclosure oflitigation and loss contingencies. Actual results may differ materially fromthose estimates.

 

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*Statementof cash flows*

 

For purposes of thestatements of cash flows, we consider all highly liquid investments (i.e.,investments which, when purchased, have original maturities of three months orless) to be cash equivalents.

 

*Concentrationof credit risk*

 

We maintain our cashprimarily with major U.S. domestic banks.  The amounts held in interest bearing accounts periodically exceed theinsured limit of $250,000 at March 31, 2010 and December 31,2009.  The amounts held in these banksdid not exceed the insured limit of $250,000 as of March 31, 2010 and December 31,2009, respectively.  The terms of otherdeposits are on demand and are subject to guarantees in full by FDIC under theTransaction Account Guarantee Program.  We have not incurred losses related to these deposits.  In addition, on March 31, 2010 and December 31,2009, we held an investment account of $229,741 and $211,441, respectively,with a financial institution other than a bank. These funds are invested in money market funds.  We have not incurred losses related to thesedeposits.

 

*Restrictedcash*

 

As of March 31, 2010and December 31, 2009, we had restricted cash of $34,877.  This amount secured certain obligations underour lease agreement for our principal facility located in The Woodlands, Texasas of both March 31, 2010 and December 31, 2009.

 

*RevenueRecognition*

 

We recognizerevenue over the period the service is performed. In general, this requiresthat four basic criteria must be met before revenue can be recognized: (1) persuasiveevidence that an arrangement exists, (2) delivery has occurred or servicesrendered, (3) the fee is fixed and determinable, and (4) collectibilityis reasonably assured.

 

Advance paymentsare deferred until shipment.

 

Revenue fromlicenses and other up-front fees are recognized on a ratable basis over theterm of the respective agreement.

 

*Researchand development expenses*

 

Research and development costs are expensed asincurred and include salaries and benefits, costs paid to third-partycontractors for research, development and manufacturing of materials anddevices, and a portion of facilities cost. Prototype development costs are asignificant component of research and development expenses and include costsassociated with third-party contractors. Invoicing from third-party contractorsfor services performed can lag several months.  We accrue the costs ofservices rendered in connection with third-party contractor activities based onour estimate of management fees, site management and monitoring costs and datamanagement costs. Actual costs may differ from estimated costs in some casesand are adjusted for in the period in which they become known.

 

*Incometaxes*

 

An asset and liabilityapproach is used for financial accounting and reporting for income taxes.Deferred income taxes arise from temporary differences between income tax andfinancial reporting and principally relate to recognition of revenue andexpenses in different periods for financial and tax accounting purposes and aremeasured using currently enacted tax rates and laws. In addition, a deferredtax asset can be generated by net operating loss carryforwards.   If it is more likely than not that someportion or all of a deferred tax asset will not be realized, a valuationallowance is recognized.

 

The Company has lossescarried forward for income tax purposes to March 31, 2010. There are nocurrent or deferred tax expenses for the three month periods ended March 31,2010 and 2009 due to the Company’s loss position. The Company has fullyreserved for any benefits of these losses. The deferred tax consequences oftemporary differences in reporting items for financial statement and income taxpurposes are recognized, as appropriate. Realization of the future tax benefitsrelated to the deferred tax assets is dependent on many factors, including theCompany’s ability to generate taxable income within the net operating losscarryforward period. Management has considered these factors in reaching itsconclusion as to the valuation allowance for financial reporting purposes.Accordingly, no benefit has been recognized on the net loss as the realizationof the net operating loss carryforward cannot be assured.

 

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*Lossper share data*

 

Basic loss per share iscalculated based on the weighted average common shares outstanding during theperiod, after giving effect to the manner in which the merger was accounted foras described in Note 1. Diluted earnings per share also gives effect tothe dilutive effect of stock options, warrants (calculated based on thetreasury stock method) and convertible notes and convertible preferred stock.The Company does not present diluted earnings per share for years in which itincurred net losses as the effect is antidilutive.

 

At March 31, 2010,options and warrants to purchase 28,272,900 shares of common stock at exerciseprices ranging from $0.50 to $2.00 per share were outstanding, but were notincluded in the computation of diluted earnings per share as their effect wouldbe antidilutive.

 

*Fairvalue of financial instruments*

 

Our financial instrumentsconsist of accounts receivable, accounts payable, notes payable and derivativeliabilities. We believe the fair values of our accounts receivable, accountspayable and notes payable reflect their respective carrying amounts. The fairvalue of derivative liabilities, due to certain embedded features (conversionoption) and free standing derivatives (warrants) is calculated using theBlack-Scholes valuation model.

 

*Recentlyissued accounting pronouncements*

 

In August 2009, theFASB issued Accounting Standards Update (“ASU”) No. 2009-05, *Fair Value Measurements and Disclosures (Topic 820) —Measuring Liabilities at Fair Value*. This ASU providesamendments for fair value measurements of liabilities. It providesclarification that in circumstances in which a quoted price in an active marketfor the identical liability is not available, a reporting entity is required tomeasure fair value using one or more techniques. ASU 2009-05 alsoclarifies that when estimating a fair value of a liability, a reporting entityis not required to include a separate input or adjustment to other inputsrelating to the existence of a restriction that prevents the transfer of theliability. ASU 2009-05 is effective for the first reporting period(including interim periods) beginning after issuance or fourth quarter2009. The adoption of ASU 2009-05 had no effect on the Company’sconsolidated financial statements.

 

In September 2009,the FASB issued additional guidance on measuring the fair value of liabilitieseffective for the first reporting period (including interim periods) beginningafter issuance. Implementation had no effect on the Company’s consolidatedfinancial statements.

 

In September 2009,the FASB issued additional guidance on measuring fair value of certainalternative investments effective for the first reporting period (includinginterim periods) ending after December 15, 2009. Implementation had noeffect on the Company’s consolidated financial statements.

 

*Accounting Guidance Not Yet Effective*

 

In April 2010,the FASB issued ASU No. 2010-17 which establishes authoritative guidancepermitting use of the milestone method of revenue recognition for research ordevelopment arrangements that contain payment provisions or considerationcontingent on the achievement of specified events. This guidance is effectivefor milestones achieved in fiscal years beginning on or after June 15,2010 and allows for either prospective or retrospective application, with earlyadoption permitted. Management is currently evaluating the impact that adoptionof this guidance will have on the Company’s consolidated Financial Statements.

 

In January 2010, theFASB issued ASU 2010-06 to improve disclosures about fair value measurements.ASU 2010-6 clarifies certain existing disclosures and requires new disclosureregarding significant transfers in and out of Level 1 and Level 2 of fair valuemeasurements and the reasons for the transfer. The amendments in ASU 2010-06will be effective for fiscal years beginning after December 15, 2010, andfor interim periods within those fiscal periods.

 

In October 2009, theFASB issued ASU 2009-14 to amend ASC 605, “Revenue Recognition.” The amendmentsin this update change the accounting model for revenue arrangements thatinclude both tangible products and software elements. The amendments in ASU2009-14 will be effective for us beginning January 1, 2011, with earlyadoption permitted.

 

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In October 2009, theFASB issued ASU 2009-13 amending ASC 605 related to revenue arrangements withmultiple deliverables. Among other things, ASU 2009-13 provides guidance forentities in determining the selling price of a deliverable and clarifies thatthe allocation of revenue is based on entity-specific assumptions rather thanassumptions of a marketplace participant.

 

Other accountingstandards that have been issued or proposed by the FASB or otherstandards-setting bodies are not expected to have a material impact on theCompany’s financial position, results of operations and cash flows.

 

**Note 4 -****     ****Commitments and Contingencies**

 

*Leases*

 

The Company hasentered into a lease for office, warehouse and laboratory facilities in TheWoodlands, Texas under a third party non-cancelable operating lease through2010. Future minimum lease commitments as of March 31, 2010 are asfollows:

 
| **Year  Ending December 31** |   |   |    |
|-----------------------------------|--------|--------|---------|
| Nine  months ending 2010          |   | $      | 139,509 |   |
| 2011                              |   | — |    |
| 2012                              |   | — |    |
| 2013                              |   | — |    |
| 2014                              |   | — |    |
| Thereafter                        |   | — |    |
| Total                             |   | $      | 139,509 |   |

 

This leaseprovides the Company with a 5-year renewal option.

 

**Note 5 -****     ****Redeemable Preferred Stock, Equity, Stock Plan and Warrants**

 

*Equity instruments issued to non-employees*

 

From time to time, inorder to preserve cash and to fund our operating activities, common stock orother equity instruments may be issued for cash or in exchange for goods orservices. Equity instruments issued for goods or services are recorded at thefair value of the goods or services received or the fair value of the equityinstruments issued, whichever is more reliably measurable.

 

*Common Stock*

 

During the three months ended March 31, 2010 (1) weissued no shares of common stock for cash in connection with the exercise ofstock options; and (2) issued no shares of common stock in exchange forcashless exercise of warrants.

 

*Stock Options*

 

On January 15,2010, the Company decreased the exercise price on 4,963,750 options to $0.50 ashare to incentivize current employees. The Company utilized the Black-Scholesmethodology in determining the fair market value ofthe modification to these options of $0.3 million.   This amount was expensed in the firstquarter of 2010.

 

*2005 Stock Incentive Plan*

 

Effective January 27, 2005, we adopted theUni-Pixel, Inc. 2005 Stock Incentive Plan. The Stock Incentive Plan isdiscretionary and allows for an aggregate of up to 2,000,000 shares of ourcommon stock to be awarded through incentive and non-qualified stock optionsand stock appreciation rights. The Stock Incentive Plan is administered by ourBoard of Directors, which has exclusive discretion to select participants whowill receive the awards and to determine the type, size and terms of each awardgranted.

 

In the firstquarter of 2010, we did not grant any options under the 2005 Stock IncentivePlan.  In the first quarter of 2010,45,138 options to purchase our common stock with an exercise price of $0.50 pershare were retired.

 

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*2007Stock Incentive Plan*

 

Effective August 21,2007, we adopted the Uni-Pixel, Inc. 2007 Stock Incentive Plan. The StockIncentive Plan is discretionary and allows for an aggregate of up to 4,000,000shares of our common stock to be awarded through incentive and non-qualifiedstock options and stock appreciation rights. The Stock Incentive Plan isadministered by our Board of Directors, which has exclusive discretion toselect participants who will receive the awards and to determine the type, sizeand terms of each award granted.

 

In the firstquarter of 2010, we granted a total of 25,000 options to purchase our commonstock with an exercise price of $0.50 per share to one consultant.  In the first quarter of 2010, 29,549 optionsto purchase our common stock with an exercise price of $0.50 per share wereretired.

 

*2010Stock Incentive Plan*

 

Effective January 15,2010, we adopted the Uni-Pixel, Inc. 2010 Stock Incentive Plan. The StockIncentive Plan is discretionary and allows for an aggregate of up to 9,000,000shares of our common stock to be awarded through incentive and non-qualifiedstock options and stock appreciation rights. The Stock Incentive Plan isadministered by our Board of Directors, which has exclusive discretion toselect participants who will receive the awards and to determine the type, sizeand terms of each award granted.

 

On January 28,2010, the Company granted a total of 7,200,000 options to purchase our commonstock with an exercise price of $0.50 per share to twenty-four employees anddirectors.   These options vest 25%immediately as of January 28, 2010; 25% on the one year anniversary of thedate of grant; 25% on the two year anniversary of the date of grant; and 25% onthe three year anniversary of the date of grant.  The options expire on January 28, 2020.

 

In the firstquarter of 2010, we granted a total of 25,000 options to purchase our commonstock with an exercise price of $0.50 per share to one consultant.  In the first quarter of 2010, 1,505,000options to purchase our common stock with an exercise price of $0.50 per sharewere retired.

 

*OtherStock Options*

 

In the firstquarter of 2010, we did not grant any other stock options.

 

The following disclosuresprovide information regarding the Company’s stock-based compensation awards,all of which are classified as equity awards:

 

*Stockoptions.*TheCompany grants stock options to employees that allow them to purchase shares ofthe Company’s common stock. Options are also granted to members of the Board ofDirectors.  The Company determines thefair value of stock options at the date of grant using the Black-Scholesvaluation model.  Most options vestannually over a three-year service period. The Company will issue new shares upon the exercise of stock options.

 

Total compensationexpense recognized for options was approximately $1.3 million and $0.6million for the three months ended March 31, 2010 and March 31, 2009,respectively.  The Company has recordedapproximately $0.8 million of stock compensation expense in selling, generaland administrative expenses and approximately $0.5 million in research anddevelopment expense for the three months ended March 31, 2010 andapproximately $0.2 million of stock compensation expense in selling, generaland administrative expenses and approximately $0.4 million in research anddevelopment expense for the three months ended March 31, 2009.

 

A summary of the changesin the total stock options outstanding during the three months ended March 31,2010 follows:

 
| ** **                                     | ** ** | ** **  | ** ** | **Weighted**        | ** ** |
|------------------------------------------------|------------|-------------|------------|---------------------|------------|
| ** **                                     | ** ** | ** **  | ** ** | **Average**         | ** ** |
| ** **                                     | ** ** | **Options** | ** ** | **Exercise  Price** | ** ** |
| Outstanding  at December 31, 2009         |       | 5,851,119   |       | $                   | 1.55       |   |
| Granted                                        |       | 7,225,000   |       | 0.50                |       |
| Forfeited  or expired                          |       | (1,579,687  | )          | 0.50                |       |
| Exercised                                      |       | —      |       | —              |       |
| Outstanding  at March 31, 2010            |       | 11,496,432  |       | $                   | 0.61       |   |
| Vested  and exercisable at March 31, 2010 |       | 7,399,730   |       | $                   | 0.67       |   |

 

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The fair value of theCompany’s options were estimated on the date of grant using the Black-Scholesvaluation model with the following weighted-average assumptions:

 
| ** **             | ** ** | **Three  Months  ended  March 31,********2010** | ** ** | **Three  Months  ended  March 31,********2009** | ** ** |
|------------------------|------------|------------------------------------------------------|------------|------------------------------------------------------|------------|
| Expected  life (years) |       | 5 years                                         |       | 5 years                                         |       |
| Interest  rate         |       | 2.39 to 2.41                                         | %          | 1.85                                                 | %          |
| Dividend  yield        |       | —                                               |       | —                                               |       |
| Volatility             |       | 143.79                                               | %          | 135.15                                               | %          |
| Forfeiture  rate       |       | —                                               |       | —                                               |       |

 

At March 31,2010, there was $1.7 million of total unrecognized compensation cost related tonon-vested stock option awards which is expected to be recognized over aweighted-average period of 1.33 years. There were 2,275,295 options that became vested during the three monthsended March 31, 2010.

 

**Note 6 — Notes Payable**

 

Uni-Pixel, Inc. (the “Company”) entered into a GUARANTEE AND COLLATERAL AGREEMENT datedas of March 15, 2010 (this “***Agreement***”),with UNI-PIXEL DISPLAYS, INC., a Texas corporation and wholly-owned subsidiaryof the Company (together with the Company, “***Grantors***”)and MERRILL LYNCH PIERCE, FENNER & SMITH INC. (“***MerrillLynch***”), as collateral agent (in such capacity, the “***Collateral Agent***”) for each holderof the Company’s 8% Convertible Debentures due December 31, 2010 (the “***Debentures***”) that has executed theAgreement, either on the date thereof or in the future pursuant to a joinderagreement (a “***Secured Party Joinder Agreement***”)(the Collateral Agent, each Holder party to this Agreement or to a SecuredParty Joinder Agreement, and their respective successors and assigns,collectively, the “***Secured Parties***”).  Pursuant to the Agreement, in considerationof the extension of loans to the Company evidenced by the debentures, theGrantors have granted to the Collateral Agent, for the ratable benefit of allSecured Parties, a perfected first priority security interest in certainproperty of the Grantors to secure the prompt payment, performance anddischarge in full of all of the Company’s obligations under the debentures.

 

In addition, participantsin the Company’s prior debenture offerings pursuant to its Private PlacementMemorandums dated April 30, 2009, August 27, 2009 and December 4,2009, those investors can participate in the Agreement, and be entitled to thebenefits thereunder, by signing the Agreement and agreeing to extend thematurity date of their Debentures to December 31, 2010, the same maturitydate as those debentures issued pursuant to the December 2009 private placement memorandum.

 

Commencing in June 2009,the Company entered into subscription agreements (the “Subscription Agreements”)with accredited individual investors (each, an “Investor” and collectively, the“Investors”), pursuant to which the Company commenced a private placement (the “PrivatePlacement”) of its 8% convertible promissory notes maturing on July 9,2010. The Private Placement offering was closed effective July 9, 2009.

 

On June 10, 2009 andJune 30, 2009, the Company entered into a Subscription Agreement withvarious accredited individual investors (the “1st Closing Investors”) in a first closing of thePrivate Placement and issued convertible promissory notes in the originalaggregate principal amount of $650,000 (the “1st Closing Notes”).  The convertible promissory notes mature on July 9,2010. Investors purchased for $650,000 8% Convertible Debentures (the “Debenture”)in the aggregate principal amount of $650,000 together with warrants (the “Warrants”)to purchase an aggregate of 325,000 shares of Common Stock for $0.50 per share.The convertible notes are convertible by the holders at any time at aconversion price of $0.50 per share into the Company’s common stock.  The convertible notes are due and payable atmaturity together with interest at the rate of 8% per annum. The Companyexpects to use the proceeds of the financing to finance on-going operations.

 

The Debentures did notcontain a beneficial conversion feature at the time of issuance.

 

Total funds received of$650,000 were allocated $20,001 to the Warrants and $629,999 to the Debenture.The relative fair value of the Warrants is $20,001 which was determined usingthe Black-Scholes option-pricing model. The discount on the Debenture attributable to the Warrants of $20,001 isbeing amortized to interest expense over the term of the Debenture using theeffective interest method.

 

At March 31, 2010,the unamortized discount on the Debenture is approximately $4,804. Thefollowing table reflects the convertible debt at March 31, 2010:

 

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| Convertible  Debt                       |   | $      | 650,000 |   |
|-----------------------------------------|--------|--------|---------|--------|
| Less:  Current portion of debt discount |   | (4,804 | )       |
|                                    |   |   |    |
| Value  of debt at March 31, 2010   |   | $      | 645,196 |   |

 

The following tablesummarizes the charges to interest, amortization and other expense, net for thethree months ended March 31, 2010:

 
| Interest  expense on debt   |   | $ | 13,000 |   |
|-----------------------------|--------|---|--------|--------|
| Accretion  of debt discount |   | $ | 4,804  |   |

 

In consideration forservices rendered as the placement agent in the Private Placement, the Companyissued to Fordham Financial Management, Inc. (“Fordham”) ten-year warrantsto purchase 195,000 shares of the Company’s Common Stock at an exercise priceof $0.50 per share (the “Fordham Warrants”), for the 1st Closing of thePrivate Placement. Fordham also received, in consideration for servicesrendered as placement agent cash commissions aggregating $65,000, whichrepresents 10% of the aggregate gross proceeds of the 1st Closing. TheCompany utilized the Black-Scholes methodology in determining the fair marketvalue of the Fordham Warrants, which is $74,674, and this amount is expensedover the expected life of the convertible notes as additional interestexpense.  The Company also paid $25,000in other issuance costs. The placement agent cash commission, other issuancecosts and Fordham warrants are recorded as deferred loan costs in the accompanyingbalance sheet.

 

Commencing in August 2009,the Company entered into subscription agreements (the “Subscription Agreements”)with accredited individual investors (each, an “Investor” and collectively, the“Investors”), pursuant to which the Company commenced a private placement (the “PrivatePlacement”) of its 8% convertible promissory notes maturing on October 22,2010. The Private Placement offering was closed effective October 22,2009.

 

On August 31, 2009, September 30,2009 and October 2, 2009, the Company entered into a SubscriptionAgreement with various accredited individual investors (the “2nd ClosingInvestors”) in a first closing of the Private Placement and issued convertiblepromissory notes in the original aggregate principal amount of $1,425,000 (the “2nd Closing Notes”).  The convertible promissory notes mature on October 22,2010. Investors purchased for $1,425,000 8% Convertible Debentures (the “Debenture”)in the aggregate principal amount of $1,425,000 together with warrants (the “Warrants”)to purchase an aggregate of 712,500 shares of Common Stock for $0.50 per share.The convertible notes are convertible by the holders at any time at aconversion price of $0.50 per share into the Company’s common stock.  The convertible notes are due and payable atmaturity together with interest at the rate of 8% per annum. The Companyexpects to use the proceeds of the financing to finance on-going operations.

 

The Debentures did notcontain a beneficial conversion feature at the time of issuance.

 

Total funds received of$1,425,000 were allocated $33,824 to the Warrants and $1,241,176 to theDebenture. The relative fair value of the Warrants is $36,244 which wasdetermined using the Black-Scholes option-pricing model.  The discount on the Debenture attributable tothe Warrants of $36,244 is being amortized to interest expense over the term ofthe Debenture using the effective interest method.

 

At March 31, 2010,the unamortized discount on the Debenture is approximately $18,939. Thefollowing table reflects the convertible debt at March 31, 2010:

 
| Convertible  Debt                       |   | $       | 1,425,000 |   |
|-----------------------------------------|--------|---------|-----------|--------|
| Less:  Current portion of debt discount |   | (18,939 | )         |
|                                    |   |    |      |
| Value  of debt at March 31, 2010   |   | $       | 1,406,061 |   |

 

The following tablesummarizes the charges to interest, amortization and other expense, net for thethree months ended March 31, 2010:

 
| Interest  expense on debt   |   | $ | 28,500 |   |
|-----------------------------|--------|---|--------|--------|
| Accretion  of debt discount |   | $ | 8,117  |   |

 

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In consideration forservices rendered as the placement agent in the Private Placement, the Companyissued to Fordham Financial Management, Inc.(“Fordham”) ten-year warrantsto purchase 427,500 shares of the Company’s Common Stock at an exercise priceof $0.50 per share (the “Fordham Warrants”), for the 2nd Closing of thePrivate Placement. Fordham also received, in consideration for servicesrendered as placement agent cash commissions aggregating $156,750, which represents11% of the aggregate gross proceeds of the 2nd Closing. The Company utilized theBlack-Scholes methodology in determining the fair market value of the FordhamWarrants, which is $147,306, and this amount is expensed over the expected lifeof the convertible notes.  The Companyalso paid $10,180 in other issuance costs. The placement agent cash commission,other issuance costs and Fordham warrants are recorded as deferred loan costsin the accompanying balance sheet.

 

Commencing in December 2009,the Company entered into subscription agreements (the “Subscription Agreements”)with accredited individual investors (each, an “Investor” and collectively, the“Investors”), pursuant to which the Company commenced a private placement (the “PrivatePlacement”) of its 8% convertible promissory notes maturing on December 31,2010. The Private Placement offering was closed effective April 5, 2010.

 

On December 31,2009, January 29, 2010, February 2, 2010, March 15, 2010 and March 29,2010 the Company entered into a Subscription Agreement with various accreditedindividual investors (the “3rd Closing Investors”) in a first closing of thePrivate Placement and issued convertible promissory notes in the originalaggregate principal amount of $1,025,000 (the “3rd Closing Notes”).  The convertible promissory notes mature on December 31,2010. Investors purchased for $1,025,000 8% Convertible Debentures (the “Debenture”)in the aggregate principal amount of $1,025,000 together with warrants (the “Warrants”)to purchase an aggregate of 512,500 shares of Common Stock for $0.50 per share.The convertible notes are convertible by the holders at any time at aconversion price of $0.50 per share into the Company’s common stock.  The convertible notes are due and payable atmaturity together with interest at the rate of 8% per annum. The Companyexpects to use the proceeds of the financing to finance on-going operations.

 

The Debentures did notcontain a beneficial conversion feature at the time of issuance.

 

Total funds received of$1,025,000 were allocated $5,144 to the Warrants and $244,856 to the Debenture.The relative fair value of the Warrants is $17,154 which was determined usingthe Black-Scholes option-pricing model. The discount on the Debenture attributable to the Warrants of $17,154 isbeing amortized to interest expense over the term of the Debenture using theeffective interest method.

 

At March 31, 2010,the unamortized discount on the Debenture is approximately $14,627. Thefollowing table reflects the convertible debt at March 31, 2010:

 
| Convertible  Debt                       | $      | 1,025,000 |      |
|-----------------------------------------|--------|-----------|-----------|
| Less:  Current portion of debt discount |   | (14,627   | )         |
|                                    |   |      |      |
| Value  of debt at March 31, 2010   |   | $         | 1,010,373 |   |

 

The following tablesummarizes the charges to interest, amortization and other expense, net for thethree months ended March 31, 2010:

 
| Interest  expense on debt   |   | $ | 9,383 |   |
|-----------------------------|--------|---|-------|--------|
| Accretion  of debt discount |   | $ | 2,527 |   |

 

In considerationfor services rendered as the placement agent in the Private Placement, theCompany issued to Fordham Financial Management, Inc.(“Fordham”) ten-yearwarrants to purchase 307,500 shares of the Company’s Common Stock at anexercise price of $0.50 per share (the “Fordham Warrants”), for the 3rd Closing of thePrivate Placement. Fordham also received, in consideration for servicesrendered as placement agent cash commissions aggregating $133,250, whichrepresents 13% of the aggregate gross proceeds of the 3rd Closing. TheCompany utilized the Black-Scholes methodology in determining the fair marketvalue of the Fordham Warrants, which is $83,667, and this amount is expensedover the expected life of the convertible notes.  The Company also paid $23,960 in otherissuance costs. The placement agent cash commission, other issuance costs andFordham warrants are recorded as deferred loan costs in the accompanyingbalance sheet.

 

**Note 7 -****     ****Fair Value Measurements**

 

The Company  remeasures itsfinancial assets and liabilities at fair value at each reporting period andnon-financial assets and liabilities that are remeasured and reported at fairvalue at least annually.

 

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In general, fairvalues determined by Level 1 inputs utilize quoted prices (unadjusted) inactive markets for identical assets or liabilities. Fair values determined byLevel 2 inputs utilize observable inputs other than Level 1 prices, such asquoted prices for similar assets or liabilities, quoted prices in markets thatare not active or other inputs that are observable or can be corroborated byobservable market data for substantially the full term of the related assets orliabilities. Fair values determined by Level 3 inputs are unobservable datapoints for the asset or liability, and include situations where there islittle, if any, market activity for the asset or liability. The Company’sfinancial assets consist solely of cash and cash equivalents.

 

**ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OFOPERATON.**

 

**Forward Looking Statements**

 

Some of the informationin this report contains forward-looking information that involve risks anduncertainties.  Our forward-lookingstatements express our current expectations or forecasts of possible futureresults or events, including projections of future performance, statements ofmanagement’s plans and objectives, future contracts, and forecasts of trendsand other matters.  You can identifythese statements by the fact that they do not relate strictly to historic orcurrent facts and often use words such as “anticipate,” “believe,” “plan,” “expect,”“future,” “intend,” “may,” “will,” “should,” “estimate,” “predict,” “potential,”“continue,” and other words and expressions of similar meaning.  No assurance can be given that the results inany forward-looking statement will be achieved and actual results could be affectedby one or more factors, which could cause them to differ materially.  For these statements, we claim the protectionof the safe harbor for forward-looking statements contained in the PrivateSecurities Litigation Reform Act. You should also consider carefully thestatements under “Description of Business - Risk Factors” in our 2009 Form 10-K,which address factors that could cause our actual results to differ from thoseset forth in the forward-looking statements.

 

*CRITICALACCOUNTING POLICIES*

 

The followingdiscussion and analysis of financial condition and results of operations isbased upon our consolidated financial statements, which have been prepared inconformity with accounting principles generally accepted in the United Statesof America. Our significant accounting policies are more fully described inNote 3 of Notes to the unaudited Consolidated Financial Statements.However, certain accounting policies and estimates are particularly importantto the understanding of our financial position and results of operations andrequire the application of significant judgment by our management or can bematerially affected by changes from period to period in economic factors orconditions that are outside of our control.  As a result, they are subjectto an inherent degree of uncertainty. In applying these policies, ourmanagement uses their judgment to determine the appropriate assumptions to beused in the determination of certain estimates. Those estimates are based onour historical operations, our future business plans and projected financialresults, the terms of existing contracts, our observance of trends in theindustry, information provided by our customers and information available fromother outside sources, as appropriate. The following discusses our significantaccounting policies and estimates.

 

*RevenueRecognition:* We recognize revenue over the period the service is performed. In general, thisrequires that four basic criteria must be met before revenue can be recognized:(1) persuasive evidence that an arrangement exists, (2) delivery hasoccurred or services rendered, (3) the fee is fixed and determinable, and (4) collectibilityis reasonably assured.

 

Advance paymentsare deferred until shipment.

 

Revenue fromlicenses and other up-front fees are recognized on a ratable basis over theterm of the respective agreement.

 

*Costof Revenues and Selling, General and Administrative Expenses and Research andDevelopment Expenses:*  In an effort to consolidate our executive management team, wemoved our headquarters from Austin, Texas to The Woodlands, Texas during thethird quarter of 2005.  The primary purpose of our facility in TheWoodlands, Texas is to conduct research on the development, testing anddelivery of our prototype devices, and the commercialization of our products.

 

If, in the future,the purposes for which we operate our facility in The Woodlands, Texas, or anynew facilities we open, changes, the allocation of the costs incurred inoperating that facility between cost of sales and research and developmentexpenses could change to reflect such operational changes.

 

*Researchand Development Expenses:*  Research and development costs are expensed as incurred andinclude salaries and benefits, costs paid to third-party contractors for research,development and manufacturing of materials and devices, and a portion offacilities cost. Prototype development costs are a significant component ofresearch and development expenses and include costs associated with third-partycontractors. Invoicing from third-party contractors for services performed canlag several months. We accrue the costs of services rendered in connection withthird-party contractor activities based on our estimate of management fees, 

 

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site management andmonitoring costs and data management costs. Actual costs may differ in somecases from estimated costs and are adjusted for in the period in which theybecome known.

 

*IntangibleAssets:*  Ourintangible assets represent patents and patent applications, acquired fromthird parties, which are recorded at cost and amortized over the life of thepatent.  We review the value recorded for intangible assets to assessrecoverability from future operations using undiscounted cash flows.Impairments are recognized in operating results to the extent the carryingvalue exceeds fair value determined based on the net present value of estimatedfuture cash flows.  Impairment would thenbe measured as the difference between the fair value of the fixed or amortizingintangible asset and the carrying value to determine the amount of theimpairment.

 

*Stock-BasedCompensation:* We recognize the cost of stock options and restricted stock which requires usto measure the cost of employee services received in exchange for an award ofequity instruments based on the grant-date fair value of the award.  That cost will be recognized over the periodduring which an employee is required to provide service in exchange for thereward—known as the requisite service period. No compensation cost isrecognized for equity instruments for which employees do not render therequisite service. The grant-date fair value of employee share options andsimilar instruments will be estimated using option-pricing models adjusted forthe unique characteristics of those instruments. We apply to all optionsgranted or modified after its effective date and also to recognize the cost associatedwith the portion of any option awards made before its effective date for whichthe associated service has not been rendered as of its effective date.

 

*Derivatives*: We record and carry certain derivatives(embedded and free standing instruments) on the balance sheet as eitherliabilities or assets at fair value. Derivatives are measured at fair value with changes in fair valuerecognized through earnings as they occur.

 

*RESULTSOF OPERATIONS*

 

Comparison of the threemonths ending March 31, 2010 and 2009

 

REVENUES.  Duringthe first quarter of 2010 we began to manufacture, market and sell our thinfilm product, and we are no longer considered a developmental stage entity asdefined by the Financial Accounting Standards Board.

 

Revenues were$63,536 for the three months ended March 31, 2010 and $0 for the threemonths ended March 31, 2009.

 

COST OFREVENUES.  Cost of revenues include all direct expenses associated withthe delivery of services including internal labor costs. Cost of revenues forthe three months ended March 31, 2010 and the three months ended March 31,2009 was $0.  We did not incur any costof revenue for the three months ended March 31, 2010 related to our thinfilm sales, as the thin film was recorded as research and development expensein 2009.  We will incur cost of revenuesrelated to revenue earned from thin film sales occurring after March 31,2010.

 

SELLING, GENERALAND ADMINISTRATIVE EXPENSES. Selling, general and administrative expensesincreased by 42% or approximately $338,000, to $1,150,756 for the three monthsended March 31, 2010 from $812,770 for the three months ended March 31,2009.  The major components of the increase are as follows:

 

a)  Salariesand benefits increased by approximately $438,000 to $925,000 for the threemonths ended March 31, 2010 compared to $487,000 for the three monthsended March 31, 2009 due to a decrease in salaries to $65,000 for thethree months ended March 31, 2010 compared to $149,000 for the threemonths ended March 31, 2009; and stock compensation expense increased to$832,000 for the three months ended March 31, 2010 compared to $228,000for the three months ended March 31, 2009;

 

b) Legal expenseincreased by approximately $5,000 to $43,000 for the three months ended March 31,2010 compared to $38,000 for the three months ended March 31, 2009;

 

c) Accountingexpense decreased by approximately $1,000 to $25,000 for the three months endedMarch 31, 2010 compared to $26,000 for the three months ended March 31,2009;

 

d) Office expensedecreased by approximately $1,000 to $2,000 for the three months ended March 31,2010 compared to $3,000 for the three months ended March 31, 2009;

 

e) Travel expensedecreased by approximately $3,000 to $2,000 for the three months ended March 31,2010 compared to $5,000 for the three months ended March 31, 2009;

 

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f) Depreciationand amortization expense decreased by approximately $5,000 to $78,000 for thethree months ended March 31, 2010 compared to $83,000 for the three monthsended March 31, 2009.

 

RESEARCH ANDDEVELOPMENT. Research and development expenses decreased by approximately$159,000 during the three months ended March 31, 2010 to $851,112 from$1,010,346 for the three months ended March 31, 2009. The major componentsof the decrease are as follows:

 

a) Salaries andbenefits attributable to research and development decreased by approximately$106,000 to $743,000 for the three months ended March 31, 2010 compared to$849,000 for the three months ended March 31, 2009 due to a decrease insalaries to $171,000 for the three months ended March 31, 2010 compared to$318,000 for the three months ended March 31, 2009; and stock compensationexpense increased to $524,000 for the three months ended March 31, 2010compared to $407,000 for the three months ended March 31, 2009;

 

b) Consultingexpense attributable to research and development decreased by approximately$14,000 to $22,000 for the three months ended March 31, 2010 compared to$36,000 for the three months ended March 31, 2009;

 

c) Lab expensedecreased by approximately $43,000 to $10,000 for the three months ended March 31,2010 compared to $53,000 for the three months ended March 31, 2009primarily due to decreased services related to prototype development; and

 

d) Travel expenseattributable to research and development stayed constant at $26,000 for thethree months ended March 31, 2010 and the three months ended March 31,2009.

 

OTHER INCOME(EXPENSE).

 

a) Debt issuanceexpense increased to an expense of $142,612 for the three months ended March 31,2010 as compared to $0 during the three months ended March 31, 2010, dueto the debt raised in the 2nd, 3rd and 4th quarter of 2009and 1st quarter of 2010.

 

b)****Interest income (expense), net decreasedto an expense of ($66,327) for the three months ended March 31, 2010 ascompared to income of $3,530 for the three months ended March 31, 2009primarily due to less cash on hand and interest expense associated with thedebt raised in the 2nd, 3rd and 4th quarter of 2009 and 1st quarter of2010.

 

NET LOSS.**  **Net loss increased to$2,147,271 for the three months ended March 31, 2010, as compared to$1,819,586 for the three months ended March 31, 2009. We compute our netloss per share on the basis of net loss attributable to common stockholders,which included the effects of certain items not included in the determinationof net loss. Net loss attributable to common stockholders for the three monthsended March 31, 2010 was $2,147,271 as compared to a net loss attributableto common stockholders of $3,001,262 for the three months ended March 31,2009. The net loss attributable to common stockholders for the three monthsended March 31, 2009 includes $1,181,676 of accrued but unpaid preferredstock dividends.

 

**Off-BalanceSheet Transactions**

 

We do not engagein material off-balance sheet transactions.

 

*LIQUIDITYAND CAPITAL RESOURCES*

 

Operating Activities

 

Cash used inoperating activities during the three months ended March 31, 2010decreased to $536,130 as compared to $896,870 used for the three months ended March 31,2009. This is primarily attributable to a decrease in research and developmentexpense for the three months ended March 31, 2010.

 

Investing Activities

 

Cash used forinvesting activities during the three months ended March 31, 2010 andthree months ended March 31, 2009 amounted to $0.

 

Financing Activities

 

We have financedour operating and investing activities primarily from the proceeds of privateplacements of common stock, convertible investor notes, Series AConvertible Preferred Stock offering which we closed in December 2004 and 

 

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January 2005 and Series BConvertible Preferred Stock offering which we closed in February 2007 and Series CConvertible Preferred Stock offering we closed in September 2007 andvarious convertible notes offering which closed in 2009. During the threemonths ended March 31, 2010, the total net cash provided by financingactivities was $666,274, from the net proceeds received from convertiblenotes.  During the three months ended March 31,2009, the total net cash provided by financing activities was $0.

 

Working Capital

 

As of March 31,2010, we had a cash balance of $0.4 million. In the 4th quarter of2008, the Company’s management began to reduce operating expenses and delayplanned expenditures to preserve the Company’s working capital.  In the second quarter of 2009, the Companyraised a total of $650,000 in convertible notes.  In the third quarter of 2009, the Companyraised a total of $1,275,000 in convertible notes.  In the fourth quarter of 2009, the Companyraised a total of $400,000 in convertible notes.  In the first quarter of 2010, the Companyraised a total of $775,000 in convertible notes.    We project that current cash reserves willsustain our operations at least through May 15, 2010, and we are not awareof any trends or potential events that are likely to impact our short termliquidity through this term.

 

We are a company and havenot experienced significant operations since our formation. We reached apositive working capital position as of the first quarter of 2005 as a resultof our financing activities. We have incurred significant operating lossesduring the years ended December 31, 2002, 2003, 2004, 2005, 2006, 2007,2008 and 2009 and the three months ended March 31, 2010. Our principalactivities have been organizational matters, capital raising activitiesincluding issuance of stock, product research and development, fund raising,and market research.

 

To date, we have had onlya few revenue-generating services or development contracts.  See “RiskFactors” included in our 2009 Form 10-K.

 

Management will work toestablish specific applications for our display technology that will generatesignificant revenues and cash flows to support operations.

 

**ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUTMARKET RISK.**

 

Not applicable.

 

**ITEM 4.  CONTROLS AND PROCEDURES.**

 

Disclosure Controls andProcedures

 

As of March 31,2010, management, including our Chief Executive Officer and Principal FinancialOfficer, performed an evaluation of the effectiveness of the design andoperation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and15d-15(e) under the Securities Exchange Act of 1934.  Based on their evaluation, managementconcluded that, as of March 31, 2010, our disclosure controls andprocedures are effective to ensure that material information required to bedisclosed by us in the reports that we file or submit under the SecuritiesExchange Act of 1934, as amended, is recorded, processed, summarized andreported, within the time periods specified in the Securities and ExchangeCommission’s rules and forms, and that it is accumulated and communicatedto management, including our Chief Executive Officer and Principal FinancialOfficer, as appropriate, to allow timely decisions regarding requireddisclosure.

 

Changes in InternalControl Over Financial Reporting

 

We maintain asystem of internal control over financial reporting that is designed to providereasonable assurance regarding the reliability of financial reporting and thepreparation of consolidated financial statements for external purposes inaccordance with accounting principles generally accepted in the UnitedStates.  On March 14, 2010, ourformer Chief Financial Officer resigned. As a result, we have changed certain controls over financialreporting.  Specifically, all significantcash expenditures and other safekeeping of cash controls are reviewed andapproved by our Chief Executive Officer. We believe that these changes do not impact the operating effectivenessof our internal control over financial reporting during our most recent fiscalquarter.

 

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**PART II - OTHER INFORMATION**

**ITEM 6. EXHIBITS.**

 
| **Exhibit********No.** | ** ** | **Description**                                                                                                                                                                          |
|------------------------|------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 3.1                    |       | Amended and Restated  Certificate of Incorporation of Real-Estateforlease.com, Inc. (1)                                                                                             |
| 3.2                    |       | Amended and Restated  Bylaws of Uni-Pixel, Inc. (1)                                                                                                                                 |
| 4.1                    |       | Certificate of Designations  of Real-Estateforlease.com, Inc. Series A Convertible Preferred  Stock (1)                                                                        |
| 4.2                    |       | Junior Subordinated  Unsecured Promissory Note (1)                                                                                                                                       |
| 4.3                    |       | Common Stock Purchase  Warrant No. 1 (1)                                                                                                                                            |
| 4.4                    |       | Common Stock Purchase  Warrant No. 2 (1)                                                                                                                                            |
| 4.5                    |       | Common Stock Purchase Warrant  No. 3 (1)                                                                                                                                            |
| 4.6                    |       | Form of Common  Stock certificate (2)                                                                                                                                               |
| 4.7                    |       | Uni-Pixel, Inc.  12% Senior Secured Convertible Debenture No. 1 issued to Trident Growth  Fund, L.P., dated May 24, 2006. (3)                                             |
| 4.8                    |       | Uni-Pixel, Inc.  12% Senior Secured Convertible Debenture No. 1 issued to CapSource Fund,  L.P., dated May 24, 2006. (3)                                                  |
| 4.9                    |       | Uni-Pixel, Inc.  10% Senior Unsecured Convertible Debenture dated September 12, 2006.(4)                                                                                       |
| 4.10                   |       | Common Stock Purchase  Warrant No. 1 issued to Trident Growth Fund, L.P., dated May 24,  2006. (3)                                                                             |
| 4.11                   |       | Common Stock Purchase  Warrant No. 1 issued to CapSource Fund, L.P., dated May 24, 2006.  (3)                                                                                  |
| 4.12                   |       | Common Stock Purchase  Warrant dated September 12, 2006. (4)                                                                                                                        |
| 10.1                   |       | Securities Purchase  Agreement dated May 24, 2006, by and between Uni-Pixel, Inc., Uni-Pixel  Displays, Inc., Trident Growth Fund, L.P. and CapSource Fund, L.P. (3) |
| 10.2                   |       | Security Agreement  dated May 24, 2006, by and between Uni-Pixel, Inc., Uni-Pixel  Displays, Inc., Trident Growth Fund, L.P. and CapSource Fund, L.P. (3)                 |
| 10.3                   |       | Securities Purchase  Agreement dated September 12, 2006 (4)                                                                                                                         |
| 31.1                   |       | Certification of the  President and Principal Executive Officer of Uni-Pixel, Inc., pursuant  to Section 302 of the Sarbanes-Oxley Act of 2002 (5)                             |
| 31.2                   |       | Certification of the  Principal Financial Officer of Uni-Pixel, Inc., pursuant to  Section 302 of the Sarbanes-Oxley Act of 2002 (5)                                           |
| 32.1                   |       | Certification of the  President and Principal Executive Officer of Uni-Pixel, Inc., pursuant  to Section 906 of the Sarbanes-Oxley Act of 2002 (5)                             |
| 32.2                   |       | Certification of the  Principal Financial Officer of Uni-Pixel, Inc., pursuant to  Section 906 of the Sarbanes-Oxley Act of 2002 (5)                                           |

 

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| (1) |   | Previously filed as an  exhibit to the Company’s Form 10-SB, filed on February 18, 2005,  and incorporated by reference hereto. |
|-----|--------|------------------------------------------------------------------------------------------------------------------------------------------------|
| (2) |   | Previously filed as an  exhibit to the Company’s Form 10-KSB, filed on March 28, 2006, and  incorporated by reference hereto.   |
| (3) |   | Previously filed as an  exhibit to the Company’s Form 10-QSB, filed on August 14, 2006, and  incorporated by reference hereto.  |
| (4) |   | Previously filed as an  exhibit to the Company’s Form 8-K, filed on September, 2006, and  incorporated by reference hereto.          |
| (5) |   | Filed herewith                                                                                                                                 |

 

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**SIGNATURES**

 

In accordance with therequirements of the Exchange Act, the registrant caused this report to besigned on its behalf by the undersigned, thereunto duly authorized.

 
|               | **UNI-PIXEL,  INC.** |
|--------------------|----------------------|
| ** **         |                 |
| ** **         |                 |   |
| May 10,  2010 | ** **           | By: | /s/ Reed Killion |
| Date               |                 | Reed Killion, Chief  Executive Officer and President |
|                    |                      |  |  |

 

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