UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): February 12, 2018
NEONODE
INC.
(Exact
name of issuer of securities held pursuant to the plan)
Commission
File Number 1-35526
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Delaware
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94-1517641
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(State
or other jurisdiction
of
incorporation)
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(I.R.S.
Employer
Identification
No.)
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Storgatan
23C, 11455, Stockholm, Sweden
(Address
of principal executive offices, including Zip Code)
+46
(0) 8 667 17 17
Registrant’s
telephone number, including area code:
Not
Applicable
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2. below):
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☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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Item
5.02.
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
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On
February 12, 2018, Neonode Inc. announced that Håkan Persson will become the Chief Executive Officer of Neonode commencing
April 1, 2018.
Mr. Persson, age 57, previously served from November 2013 through
January 2018 as Chief Executive Officer of Precise Biometrics AB, which provides fingerprint software and mobile smart card readers
for digital authentication of identity and is publicly listed on the Nasdaq Stockholm. Prior to that, he served during 2013 as
Interim Manager Linux operations at Enea AB, an information technology company which provides operating systems and related services.
Prior to that, he served from 2010 to 2012 as Chief Executive Officer of Scalado AB, which provides imaging technologies, applications,
and services to the mobile industry. In addition, Mr. Persson has previously served in executive positions at various public and
private companies including IBM, Aspiro AB, Telelogic AB, and Telia Mobile International.
Neonode also entered into an employment agreement on February 12,
2018 with Mr. Persson in connection with his appointment to the position of Chief Executive Officer. Upon the commencement of his
employment, Mr. Persson will be entitled to a gross monthly salary of 166,000 SEK (approximately US$20,500) per month. His salary
will be reviewed in February 2019 and thereafter on an annual basis. Mr. Persson further will be entitled to receive a yearly bonus
during 2019 and in each subsequent year up to a maximum of 50% of his total yearly salary based on his performance as Chief Executive
Officer and the financial performance of Neonode. Either Neonode or Mr. Persson may terminate his employment with 6 months’
notice, during which time he will be entitled to receive his monthly salary and all other employment benefits. The terms of the
employment agreement with Mr. Persson contain other customary provisions. In addition, upon the commencement of his employment,
the Board of Directors intends to award Mr. Persson options to purchase 300,000 shares of Neonode common stock at a price of $1.50
per share exercisable for three years.
As previously announced, Andreas Bunge has served as interim Chief
Executive Officer of Neonode since January 1, 2018 and he will remain in that role until Mr. Persson becomes Chief Executive Officer
on April 1, 2018. In connection with that transition, Neonode through its Swedish subsidiary, Neonode Technologies AB, entered
into a consulting agreement on February 12, 2018 with Mr. Bunge’s private holding company, Merkatura AB. The purpose of the
consulting agreement is so that Mr. Bunge can be compensated for his services as interim Chief Executive Officer. Under the terms
of the consulting agreement. Neonode will pay a fee of SEK 126,000 (approximately US$15,500) per month for Mr. Bunge’s services
as interim Chief Executive Office retroactive to January 1, 2018. The consulting agreement may be terminated at any time without
notice. Neonode intends to terminate the consulting agreement immediately prior to Mr. Persson’s commencement as Chief Executive
Officer. Mr. Bunge is currently and will remain a member of the Board of Directors of Neonode immediately following the conclusion
of his services as interim Chief Executive Officer.
The summaries above of the employment agreement with Mr. Persson
and consulting agreement with Mr. Bunge are qualified in their entirety by reference to the actual agreements, a copy of each of
which is filed as an exhibit to this current report on Form 8-K and incorporated herein by reference.
In addition, as of February 12, 2018, Per Bystedt and Thomas Eriksson
resigned as members of the Board of Directors. Neonode thanks Mr. Bystedt and Mr. Eriksson for their many years of service to our
company.
A copy of the press release announcing the appointment of Mr. Persson
and the resignations of Messrs. Bystedt and Eriksson is furnished as an exhibit to this current report on Form 8-K and incorporated
herein by reference.
This
current report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform
Act of 1995. These include, but are not limited to, statements relating to expectations, future performance or future events.
These statements are based on current assumptions, expectations and information available to Neonode management and involve a
number of known and unknown risks, uncertainties and other factors that may cause Neonode’s actual performance or achievements
to be materially different from any expressed or implied by these forward-looking statements. Although Neonode management believes
that the forward-looking statements contained in this current report are reasonable, no assurance can be given that these expectations
will be fulfilled. Forward-looking statements are made as of today’s date, and Neonode undertakes no duty to update or revise
them.
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Item
9.01.
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Financial Statements and Exhibits.
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(d)
Exhibits
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
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NEONODE
INC.
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Date:
February 15, 2018
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By:
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/s/
Lars Lindqvist
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Name:
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Lars
Lindqvist
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Title:
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Vice
President, Finance,
Chief Financial Officer,
Treasurer and Corporate Secretary
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2
Exhibit 10.1
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Storgatan 23 C
114 55 Stockholm
Sweden
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info@neonode.com
www.neonode.com
www.linkedin.com/company/neonode
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employment
agreement
This employment agreement (the “
Employment Agreement
”)
is entered into on this day between
Neonode Inc. a Delaware Corporation, Storgatan 23
C, 114 55 Stockholm (“
Neonode
”); and Håkan Persson personal identity no. Södra Lillvägen
19, 23631 Höllviken, Sweden (Employee)
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1
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employment, Term and position
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1.1
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The Employee is hereby employed as CEO (“Position”) at Neonode.
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1.2
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The employment shall commence latest on 2018-04-01 (“Commencement Date”). The employment shall last until further
notice.
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1.3
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The Company and Håkan Persson, (jointly the “Parties”) agree that the Swedish Employment Protection Act (Sw.
lagen om anställningsskydd (1982:80)) shall not apply to this Agreement.
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1.4
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As from the Commencement Date, the Employee’s employment is governed by the terms and conditions of this Employment Agreement
between the parties. This Employment Agreement overrules and supersedes all previous agreements between the parties.
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1.5
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The Employee’s place of work is the Stockholm office or at such other locations in Sweden or abroad where Neonode conducts
business from time to time. In order to safeguard Neonode’s interests in the best way, the Employee is expected to travel
within as well as outside Sweden as an important part of the employee duties. No further reimbursement is paid for the performance
of the duties in addition to what is set out in this Employment Agreement.
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2
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duties and responsibilities
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2.1
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The Employee shall during the employment diligently and faithfully perform such duties and responsibilities and exercise such
powers as may from time to time be assigned to the Employee. The Employee is obligated to perform the Employee’s obligations
in accordance with the instructions in the Corporate Governances issued by , from time to time, issued by the Board of Neonode.
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2.2
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For the purpose of this Employment Agreement, a company is considered to be an “
affiliated company
” if it
is a legal entity that either directly or indirectly controls, or is controlled by, Neonode.
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This Employment Agreement is based
on the mutual loyalty and trust between the parties. The Employee shall in all situations safeguard and promote Neonode’s
and its affiliated companies’ interests as well as devote the entire Employee’s working hours to Neonode. Without the
prior written approval of the management, the Employee may not engage, either directly or indirectly, in any other professional
or commercial business, regardless of whether said business activity competes with Neonode’s business or not. The foregoing
shall not, however, prevent the Employee from owning or investing in financial instruments listed on a Swedish or foreign stock
exchange.
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4
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REmuneration and other benefits
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4.1
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The Employee is entitled to a gross monthly salary amounting to 166,000
SEK
per month. The salary is paid in
accordance with Neonode’s prevalent payment routines. The gross monthly salary will be reviewed in February 2019 and will
thereafter be reviewed on an annual basis. Neonode is under no obligation to award an increased salary following a salary review.
There shall be no review of the salary after notice has been given by either party to terminate the employment.
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4.2
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The parties acknowledge that the Position may require overtime work in relation to which no additional compensation will be
paid. Overtime work has been taken into consideration,
inter alia
, when determining the salary level and other benefits
according to this Employment Agreement.
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4.3
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In addition to the payments set out in Clauses 4.1 above, the Employee is entitled to receive a yearly bonus during 2019 and
in each subsequent year up to a maximum of 50% of his total yearly salary based on his performance as CEO and the financial performance
of Neonode.
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4.4
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The Employee is entitled to preventive health care allowance (
Sw. friskvårdsbidrag
) in accordance with Neonode’s
from time to time applicable health care allowance policy. Such allowance may, however, not exceed SEK 2,000 per annum.
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4.5
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The Employee is not, in addition to what is stipulated in this Employment Agreement, entitled to any additional remuneration
for the Employee’s duties.
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5.1
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The Employee is entitled to pension and insurance benefits in accordance with Neonode´s policy as applicable from time
to time. The Company will make a pension provision for the CEO of 25% of the monthly base salary.
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5.2
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In addition to Clause 5.1 above, Neonode undertakes to supply occupational group life insurance
(
Sw. Tjänstegrupplivförsäkring
), industrial (occupational) injury insurance (
Sw. Trygghetsförsäkring
vid arbetsskada
), disability pension insurance (
Sw. Sjukpensionsförsäkring
) according to ITP and work travel
insurance.
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The Employee is entitled to thirty
(30) days of paid holiday per annum. Holiday shall be taken after agreement with Neonode´s management and in accordance with
Neonode’s policies applicable from time to time. The calculation of holiday pay is made in accordance with the provisions
under the Swedish Annual Leave Act (
Sw. Semesterlagen (1977:480)
). The Employee is entitled to holiday in advance (
Sw.
förskottssemster
). Neonode is entitled to offset holiday pay made in advance against salary and accrued holiday pay at
the termination of employment in accordance with the Swedish Annual Leave Act.
In the event of sickness, the
Employee shall be entitled to sick pay in accordance with Swedish statutory requirements, with the exception that the Company will
compensate the employee for the difference between the compensation from the Swedish insurance system (“Försäkringskassan”)
and 75% of the salary from day 15 up to day 90 after the sick leave occurred.
The Employee shall, upon submission
of appropriate receipts, receive reimbursement for reasonable and pre-approved out-of-pocket business expenses properly incurred
by the Employee in connection with the Employee’s duties. Neonode will also reimburse the Employee for any reasonable business
travel expenses which the Employee incurs in connection with the Employee’s duties, subject to and in accordance with the
from time to time applicable business travel policy (or equivalent), or, where applicable, in accordance with a specific agreement
to be agreed upon by Neonode and the Employee. Reimbursement is subject to the Employee providing Neonode with appropriate receipts
and/or invoices.
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9
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Personal Data and IT Security
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9.1
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The Employee confirms that Neonode has informed the Employee of the principles governing Neonode’s processing employees'
personal data in accordance with the Personal Data Act (1998:204) (
Sw. Persondatalagen, PUL
) and that the Employee has
given consent thereto.
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9.2
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The Employee undertakes to comply with Neonode’s, and its affiliated companies’, from time to time applicable policies
regarding the use of Neonode’s (and its affiliated companies’) computers, e-mail system, Internet services and software
programs. The Employee is aware that Neonode has full access to all files, e-mail correspondence and document handling systems
as well as full access to all Internet usage which is stored in Neonode’s IT system.
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10
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Intellectual Property RIghts
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10.1
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Without any additional compensation, Neonode is the sole owner of all rights (and has the exclusive right of disposition to
all rights), including but not limited to all intellectual property rights, to any results and material made, designed or produced
by the Employee within the frame of the Employee’s employment. Accordingly, Neonode is entitled to modify and/or further
develop any results, material or intellectual property rights as well as to transfer or license the rights to such results, material
or intellectual property rights to third parties.
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10.2
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The Employee is obliged to and agrees to support and procure that Neonode, at any time during the employment or after its expiration,
can fully profit from the rights relating to Clause 10.1 above. Accordingly, the Employee is,
inter alia
, obliged to prepare
any documentation which Neonode, at its sole discretion, deems necessary or desirable in order to protect, register and/or maintain
Neonode’s rights according to Clause 10.1 above, including but not limited, where necessary, to transfer (without the right
to any additional compensation) any such rights to Neonode.
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11.1
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The employment may be terminated with a 6 months’ notice from each party, during which time the employee is entitled
to receive his monthly salary and all other employment benefits applicable at the point of termination. The board have however
the right to exempt the employee from his position during the termination period. Upon termination for material breach (väsentligt
avtalsbrott), the employee shall not receive any severance.
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11.2
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The Employee acknowledges that the Employee’s obligations according to Clause 12 (Confidentiality) will continue to remain
in force after the expiration of this Employment Agreement, regardless of the reasons for the expiration.
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11.3
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Upon termination of the employment or at any earlier point in time when the Employee leaves the Employee’s position,
the Employee shall return any business material, reports, documents and other property (e.g. computer programs and software), including
copies thereof (stored electronically or otherwise), which have been entrusted to the Employee or which have come into the Employee’s
possession in connection with the employment. Such material is always Neonode’s property.
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12.1
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The Employee may not make use of, transfer or otherwise disclose to a third party, neither during the employment nor after
its expiration, such information regarding Neonode or its affiliated companies or regarding Neonode’s or its affiliated companies’
businesses, that Neonode wishes to remain confidential.
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12.2
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For the purpose of this Clause 12, “
information
” is considered to be all information, including but not
limited to information regarding products, materials, pricing, market and sales strategies, management and Neonode’s (or
its affiliated companies’) customers and clients, regardless of whether the information is of technical, of commercial or
of any other nature, and regardless of whether the information is documented in writing or otherwise.
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12.3
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The prohibition in Clause 12.1 shall not, however, apply where:
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(a)
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it is required by this Employment Agreement, by law or mandatory regulations that the information is disclosed, or
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(b)
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the parties have agreed in writing that the information could be disclosed to a third party, or
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(c)
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the information is publicly known and has come to public knowledge in any way other than by breach of the confidentiality undertakings
in Clause 12.1 or any other breach of this Employment Agreement.
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13
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Post-termination restrictions
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13.1
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In order to protect the confidential information of Neonode or of any affiliated company referred to above under Clause 12
to which the Employee has access as a result of the employment, the Employee covenants that the Employee shall neither directly
or indirectly, without the prior written consent from the Chairman of the Board of Directors, for a period of twelve months following
the expiration of the employment:
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(a)
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actively solicit the services of or entice away from Neonode or from any of its affiliated companies or engage, whether on
his own behalf or on behalf of others, any person who is or was an executive director or a senior manager of Neonode or of any
of its affiliated companies at any time during the twelve month period immediately preceding the date on which the Employee’s
employment with Neonode terminated; nor
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(b)
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actively to a competing business solicit the customer of or entice away from Neonode or from any of its affiliated companies
the customer or business of any person who is or was a customer of Neonode or of any of its affiliated companies at any time during
the twelve month period immediately preceding the date on which the Employee’s employment with Neonode terminated and with
whom the Employee or one of his subordinates dealt with during the said twelve month period.
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13.2
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In the event of termination of the employment, the Employee undertakes not to copy or use information regarding Neonode’s
operations or otherwise utilise Neonode’s contacts and materials.
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14
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APPLICABLE LAW AND DISPUTE RESOLUTIOn
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14.1
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This Employment Agreement shall be governed by the substantive laws of Sweden.
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15
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AMENDMENTS AND MODIFICATIONS
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This Employment Agreement may
not be amended nor modified unless agreed upon in writing and signed by the parties.
___________________
This Employment Agreement has been executed in duplicate and
the parties have received one copy each.
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Date: 2018-02-12
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Date: 2018-02-12
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NEONODE INC
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Ulf Rosberg
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Håkan Persson
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Chairman of the Board
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Exhibit 10.2
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT, (“Agreement”), is entered
into on this 12 day of February, 2018 (the “Effective Date”), by and between Neonode Technologies AB,( 556771-2095)
a company organized and existing under the laws of Sweden and having a principal place of business at Storgatan 23 C,114 55 Stockholm,
Sweden (“Neonode”) and Merkatura AB, (“Merkatura”) having a principal place of business at Dragarstigen
3, 133 36 Saltsjöbaden, Sweden (the “Consultant”).
WHEREAS,
the
Consultant represents that he has expertise in the Executive Management and Company Governance and is ready, willing, and able
to provide consulting services to Neonode, and Neonode is willing to retain the Consultant to provide such services.
NOW, THEREFORE,
in consideration of the mutual promises hereinafter contained, the Parties hereto agree as follows:
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1.1.
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The Consultant shall act as an interim CEO and perform
the services as instructed by the Board of Directors (the “Services”).
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1.2.
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The Consultant shall prepare and submit such reports of
his performance and his progress as Neonode may reasonably request from time to time. In addition, the Consultant shall provide
Neonode with any additional information which Neonode may reasonably request from time to time.
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1.3.
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The Consultant will report to the Board of Directors at
Neonode Inc., and shall work 3 days a week. Additional consultant support subject to mutual agreement between the Parties for
each individual task.
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2.
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Consulting Fees, Expenses and Payment
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2.1.
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Neonode shall pay the Consultant, a monthly fee of SEK
126,000, based on 3 days a week, against presentation of an invoice. Invoicing should be made on a monthly basis. The Consultant
shall have the right to invoice for his services performed as from January 1, 2018, according the terms and conditions in this
agreement
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2.2.
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Neonode shall reimburse the Consultant for any reasonable
business travel expenses, or out of pocket expense, which the Consultant incurs in connection with the Consultant’s duties,
subject to and in accordance with from time to time applicable business travel policy (or equivalent). Reimbursement is subject
to providing Neonode with appropriate receipts and/or invoices.
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2.3.
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The Consultant shall be responsible for the payment of
all taxes, and all tax withholdings and social benefits payments, if any, required by law to be made in connection with the provision
of the Services and the payment of the Consulting Fees.
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3.
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Term and Termination
.
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This Agreement
shall be effective as of the Effective Date, and can be terminated by each of the parties at any time, without notification.
Governing
Law. This Agreement shall be governed by and construed in accordance with the laws of Sweden without regard to the conflicts of
law provisions thereof. The parties agree that any dispute between the parties will be submitted to binding arbitration in Stockholm
in accordance with the rules of the International Chamber of Commerce. The proceedings and all communications will be in English.
IN WITNESS WHEREOF
, the
parties have executed this Agreement as of the Effective Date first above written.
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Neonode Technologies AB.
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Merkatura AB
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By:
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Lars Lindqvist
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By:
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Andreas Bunge
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Title:
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Chairman of the Board
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Title:
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CEO
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Date:
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2018-02-12
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Date:
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2018-02-12
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2
Exhibit 99.1
Press
release
HÅKAN
PERSSON APPOINTED AS NEW CEO OF NEONODE
To
Commence as New CEO April 1
Additional
Changes to the Board of Directors
STOCKHOLM,
SWEDEN – February 12, 2018 – Neonode Inc. (NASDAQ: NEON), the Optical Interactive Sensing Technology Company, today
announced that Håkan Persson has been appointed as new CEO of Neonode. Håkan Persson will take over from Andreas Bunge,
interim CEO and Board member, commencing April 1, 2018.
Håkan
Persson has solid experience from leading positions in technology companies, and was recently CEO of Precise Biometrics AB, public
company listed on Nasdaq Stockholm, active in secure identity authentication. Håkan Persson has also held leading positions
as CEO, Sales & Marketing Director and Business Development Executive at technology and telecom companies such as IBM, Scalado,
Telelogic and Telia.
Ulf
Rosberg, Chairman of the Board, comments: “We are delighted to welcome Håkan Persson as new CEO. We believe that his
solid experience from change leadership and driving sales in innovative technology companies will be instrumental for Neonode’s
journey ahead. Neonode now has the technology, the resources and the capacity to secure execution of the strategy towards achieving
profitable growth.”
Håkan
Persson, appointed CEO, comments: “I am impressed with Neonode’s unique technology and strong relationships with a
large number of high-profile customers, and delighted to take on the role as CEO. I believe my experience from leading roles in
the tech sector will be value-adding in this phase of the company’s development, and I look forward to an exciting journey
together with the talented team at Neonode.”
In
addition, Per Bystedt and Thomas Eriksson have resigned from the Board of Directors. As previously communicated, Thomas Eriksson
will remain as Senior Advisor to Neonode, supporting sales and development.
About
Neonode
Neonode
Inc. (NASDAQ:NEON) develops and licenses optical interactive sensing technologies. Neonode’s patented optical interactive
sensing technology is developed for a wide range of devices like automotive systems, printers, PC devices, monitors, mobile phones,
tablets and e-readers.
NEONODE
and the NEONODE Logo are trademarks of Neonode Inc. registered in the United States and other countries. AIRBAR is a trademark
of Neonode Inc. All other trademarks are the property of their respective owners.
For
more information please visit
www.neonode.com
Safe
Harbor Statement
This
press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.
These include, but are not limited to, statements relating to expectations, future performance or future events, and product cost,
performance, and functionality matters. These statements are based on current assumptions, expectations and information available
to Neonode management and involve a number of known and unknown risks, uncertainties and other factors that may cause Neonode’s
actual results, levels of activity, performance or achievements to be materially different from any expressed or implied by these
forward-looking statements.
For
more information, please contact:
Investor
Relations:
David
Brunton
Email:
david.brunton@neonode.com
CFO
Lars
Lindqvist
Email:
lars.lindqvist@neonode.com
Chairman
of the Board:
Ulf
Rosberg
Email:
Ulf.rosberg@neonode.com