Neonode Inc. (Form: 8-K, Received: 10/01/2018 17:10:10)

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): September 27, 2018

NEONODE INC.

(Exact name of issuer of securities held pursuant to the plan)

Commission File Number 1-35526

Delaware

94-1517641

(State or other jurisdiction

of incorporation)

(I.R.S. Employer

Identification No.)

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):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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. ☐

Item 3.03.

Material Modification to Rights of Security Holders.

To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated by reference herein.

Item 5.03.

Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Reverse Stock Split

As previously disclosed, the stockholders of Neonode Inc. (the “Company”) on June 7, 2018 approved at the 2018 Annual Meeting of Stockholders of the Company (the “Annual Meeting”) a proposal to amend the Restated Certificate of Incorporation of the Company to effect a reverse stock split of the common stock of the Company (the “Common Stock”) at a ratio in the range of 1-for-5 to 1-for-15 in the discretion of the Board of Directors of the Company (the “Board”).

Pursuant to the authority granted by the Company’s stockholders at the Annual Meeting, the Board approved a 1-for-10 reverse stock split of the Company’s issued and outstanding shares of Common Stock (the “Reverse Stock Split”) and, on September 27, 2018, the Company filed the Certificate of First Amendment (the “First Amendment”) to its Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to effect the Reverse Stock Split, effective October 1, 2018 (the “Effective Date”).

As a result of the Reverse Stock Split, every ten (10) shares of issued and outstanding Common Stock shall automatically be converted into one (1) share of Common Stock, without any change in the par value per share. No fractional shares will be issued as a result of the Reverse Stock Split. Stockholders who otherwise would be entitled to receive a fractional share in connection with the Reverse Stock Split will receive a cash payment in lieu thereof.

American Stock Transfer & Trust Company, LLC is acting as exchange agent for the Reverse Stock Split and will send instructions to stockholders of record regarding the Reverse Stock Split. Stockholders who hold their shares in brokerage accounts or “street name” are not required to take any action to effect the exchange of their shares.

Commencing on October 1, 2018, trading of the Company’s Common Stock will continue on The NASDAQ Capital Market on a Reverse Stock Split-adjusted basis. The new CUSIP number for the Company’s Common Stock following the Reverse Stock Split is 64051M709.

Decrease in Authorized Shares

In addition to the Reverse Stock Split, the stockholders of the Company also approved at the Annual Meeting the reduction in the number of authorized shares of Common Stock in a corresponding proportion to the Reverse Stock Split.

Pursuant to the authority granted by the Company’s stockholders at the Annual Meeting, the Board approved reducing the authorized shares of Common Stock and, on September 27, 2018, the Company filed a Certificate of Second Amendment (the “Second Amendment”) to its Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to reduce the number of authorized shares of Common Stock so that the total number of the shares that the Company has authority to issue is 11,000,000 shares, of which 10,000,000 shares are Common Stock and 1,000,000 shares are preferred stock.

The foregoing descriptions of the First Amendment and the Second Amendment do not purport to be complete and are qualified in their entirety by reference to the full text of the First Amendment and the Second Amendment, which are filed as Exhibits 3.1 and 3.2, respectively, to this report and are incorporated by reference herein.

On October 1, 2018, the Company issued a press release with respect to the Reverse Stock Split, a copy of which is being furnished as Exhibit 99.1 to this Form 8-K.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description

3.1		Certificate of First Amendment to the Restated Certificate of Incorporation

3.2		Certificate of Second Amendment to the Restated Certificate of Incorporation

99.1		Press Release dated October 1, 2018

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.

	NEONODE INC.

	By:	/s/ Lars Lindqvist
	Name:	Lars Lindqvist
	Title:	Vice President, Finance, Chief Financial Officer, Treasurer and Secretary

Date: October 1, 2018

Exhibit 3.1

CERTIFICATE OF FIRST AMENDMENT TO THE

RESTATED CERTIFICATE OF INCORPORATION OF
NEONODE INC.

Neonode Inc. (the “ Corporation ”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “ DGCL ”), does hereby certify:

FIRST: The original name of the Corporation was SBE (DELAWARE), INC. The present name of the Corporation is Neonode Inc. The date of filing of the original Certificate of Incorporation of the Corporation with the Secretary of State of the State of Delaware was September 4, 1997.

SECOND: The Board of Directors of the Corporation (the “ Board ”), acting in accordance with the provisions of Section 242 of the DGCL, duly adopted and approved resolutions to amend the Restated Certificate of Incorporation of the Corporation.

THIRD: The Restated Certificate of Incorporation is hereby amended by adding the following new paragraph immediately after Section A of Article IV:

Upon this Amendment to the Certificate of Incorporation becoming effective pursuant to the DGCL (the “Effective Time”), every ten shares of Common Stock issued and outstanding shall, automatically and without any action on the part of the respective holders thereof, be combined and converted into one share of Common Stock without increasing or decreasing the par value of each share of Common Stock (the “Reverse Split”); provided, however, no fractional shares of Common Stock shall be issued. Stockholders who otherwise would be entitled to receive fractional shares of Common Stock shall be entitled to receive cash (without interest or deduction) from the Corporation’s exchange agent in lieu of such fractional share interests upon the submission of a transmission letter by a stockholder holding the shares in book-entry form and, where shares are held in certificated form, upon the surrender of the stockholder’s certificate, in an amount equal to the product obtained by multiplying ten by the product of (a) the most recent closing price per share of the Common Stock as reported on The Nasdaq Capital Market as of the Effective Time, and (b) the fraction of one share owned by the stockholder. The Reverse Split shall occur whether or not certificates representing such shares of Common Stock are surrendered to the Corporation or its transfer agent. The Reverse Split shall be effected on a record holder-by-record holder basis, such that any fractional shares of Common Stock resulting from the Reverse Split and held by a single record holder shall be aggregated.

FOURTH: This Certificate of First Amendment to the Restated Certificate of Incorporation shall be effective at 12:01 a.m., Eastern Time, on October 1, 2018.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of First Amendment to be executed by a duly authorized officer effective this 27th day of September, 2018 and hereby affirms that the facts stated herein are true.

/s/ Lars Lindqvist

Name:

Lars Lindqvist

Title:

Vice President, Finance,

Chief Financial Officer,

Treasurer and Secretary

Exhibit 3.2

CERTIFICATE OF SECOND AMENDMENT TO THE

RESTATED CERTIFICATE OF INCORPORATION OF
NEONODE INC.

Neonode Inc. (the “ Corporation ”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “ DGCL ”), does hereby certify:

THIRD: The Restated Certificate of Incorporation is hereby amended by deleting the first paragraph of Section A of Article IV and substituting in its place the following:

This Corporation is authorized to issue two classes of stock to be designated, respectively, “Common Stock” and “Preferred Stock.” The total number of shares which the corporation is authorized to issue is Eleven Million (11,000,000) shares, of which Ten Million (10,000,000) shares will be Common Stock, par value $0.001 per share, and One Million (1,000,000) shares will be Preferred Stock, par value $0.001 per share, of which 444,541 shares shall be designated as Series A Preferred Stock and 54,425 shares shall be designated as Series B Preferred Stock.

FOURTH: This Certificate of Second Amendment to the Restated Certificate of Incorporation shall be effective at 5:01 p.m., Eastern Time, on October 1, 2018.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Second Amendment to be executed by a duly authorized officer effective this 27th day of September, 2018 and hereby affirms that the facts stated herein are true.

/s/ Lars Lindqvist

Name:

Lars Lindqvist

Title:

Vice President, Finance,

Chief Financial Officer,

Treasurer and Secretary

Exhibit 99.1

PRESS RELEASE

Neonode Announces 1-for-10 Reverse Stock Split

Shares of Common Stock Begin Trading on Split-Adjusted Basis on October 1, 2018

STOCKHOLM, SWEDEN – September 28, 2018 – Neonode Inc. (NASDAQ: NEON), the optical interactive sensing technology company, today announced that a 1-for-10 reverse stock split of its issued and outstanding common stock will become effective as of the commencement of trading on Monday, October 1, 2018.

The split-adjusted shares of common stock will continue trading under the existing symbol “NEON” on The Nasdaq Capital Market.

When the reverse stock split becomes effective, every ten shares of issued and outstanding common stock will automatically be reclassified into one share of common stock. No fractional shares will be issued as a result of the reverse stock split. Stockholders who otherwise would be entitled to receive a fractional share in connection with the reverse stock split will be entitled to a cash payment in lieu thereof.

Stockholders granted the Board of Directors of Neonode discretionary authority to effect the reverse stock split at the annual meeting of stockholders held on June 7, 2018.

In connection with the reverse stock split, the number of authorized shares of common stock of Neonode will proportionately decrease to 10 million.

American Stock Transfer & Trust Company, LLC is acting as exchange agent for the reverse stock split and will send instructions to stockholders of record. Stockholders who hold their shares in brokerage accounts or “street name” are not required to take any action to effect the exchange of their shares.

The new CUSIP number for Neonode common stock following the reverse stock split will be 64051M709.

For more information, please contact:

Investor Relations

David Brunton

Email: david.brunton@neonode.com

Chief Financial Officer

Lars Lindqvist

E-mail: lars.lindqvist@neonode.com

About Neonode

Neonode Inc. (NASDAQ:NEON) develops, manufactures and sells advanced sensor modules based on the company’s proprietary zForce AIR technology. Neonode zForce AIR Sensor Modules enable touch interaction, mid-air interaction and object sensing and are ideal for integration in a wide range of applications within the automotive, consumer electronics, medical, robotics and other markets. The company also develops and licenses user interfaces and optical interactive touch solutions based on its patented zForce CORE technology. To date, Neonode’s technology has been deployed in approximately 62 million products, including 3 million cars and 59 million consumer devices.

NEONODE, the NEONODE logo, ZFORCE and ZFORCE AIR are trademarks of Neonode Inc. registered in the United States and other countries. zFORCE CORE is a trademark of Neonode Inc.

For further 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.

These risks, uncertainties, and factors are discussed under “Risk Factors” and elsewhere in Neonode’s public filings with the U.S. Securities and Exchange Commission from time to time, including Neonode’s annual report on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K. You are advised to carefully consider these various risks, uncertainties and other factors. Although Neonode management believes that the forward-looking statements contained in this press release are reasonable, it can give no assurance that its expectations will be fulfilled. Forward-looking statements are made as of today’s date, and Neonode undertakes no duty to update or revise them.