Current Report Filing (8-k)
June 12 2019 - 5:00PM
Edgar (US Regulatory)
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):
June 11, 2019
NEONODE INC.
(Exact name of issuer of securities held
pursuant to the plan)
Delaware
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1-35526
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94-1517641
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(State or other jurisdiction
of incorporation)
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Commission
File Number
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(I.R.S. Employer
Identification No.)
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Storgatan 23C, 114 55 Stockholm, Sweden
(Address of Principal Executive Office, 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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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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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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Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $0.001 per share
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NEON
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The Nasdaq Stock Market LLC
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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. ☐
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 June 11, 2019, the Board of Directors (the “Board”)
of Neonode Inc. (“Neonode”) appointed Mattias Bergman and Peter Lindell to the Board. Mr. Bergman will serve as a Class
I director with a term expiring at the 2021 Annual Meeting of Stockholders and Mr. Lindell will serve as a Class III director with
a term expiring at the 2020 Annual Meeting of Stockholders. Mr. Lindell also was appointed as a member of the Audit Committee of the Board.
The appointments of Messrs. Bergman and Lindell fill the vacancies
created by the resignations of Åsa Hedin and Per Eriksson upon the conclusion of the 2019 Annual Meeting of Stockholders.
The resignations of Ms. Hedin and Mr. Eriksson and the expected appointments of Messrs. Bergman and Lindell were previously disclosed
by Neonode in a Current Report on Form 8-K filed April 17, 2019 and in the definitive proxy statement for the 2019 Annual Meeting
of Stockholders.
Mattias Bergman, age 52, currently is Chief Executive Officer of
BIL Sweden, an industry association for Swedish manufacturers and importers of passenger cars, buses and trucks. He previously
served for six years as President of NEVS, a developer and manufacturer of electric vehicles and mobility services based on the
assets of SAAB Automobile. Prior to NEVS, Mr. Bergman held the position of Vice President of Springtime, a Swedish public relations
and communication agency, where he expanded its international presence including into China and India. From 1991 to 2010, he held
different leading roles in the Swedish Trade Council (today called Business Sweden) and rotated in China, Japan and Korea.
Peter Lindell, age 65, currently serves as Chairman and board member
in several companies where he also is an owner. He is Chief Executive Officer of Cidro Holding, a private holding company, and
Chairman of Rite Internet Ventures Holding, Innohome OY, Frank Dandy Holding AB and Acervo AB. He also is a board member of Packet
Front Software AB and Storevision Holding AB. Mr. Lindell has worked in the private equity market for twenty years as an investor
and board member. He previously worked in the information technology and computer industry in various management positions.
On December 20, 2018, Neonode entered into a Share Purchase Agreement
with investors as part of a private placement pursuant to which Neonode issued a total of 2,940,767 shares of common stock at a
price of $1.60 per share for an aggregate of $4.7 million in gross proceeds. The investors included Mr. Lindell, a more-than-five-percent-owner
of Neonode common stock, who purchased 1,117,783 shares in the private placement.
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: June 12, 2019
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By:
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/s/ Maria Ek
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Name:
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Maria Ek
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Title:
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Chief Financial Officer
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