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):
November 6, 2014
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, 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):
☐ 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))
TABLE OF CONTENTS
Item 2.02 Results of Operations
and Financial Condition.
Item 9.01 Financial Statements and Exhibits
Signatures
Exhibit Index
Ex-99.1 Press Release of the Company dated
November 6, 2014
Item 2.02. Results of Operations and
Financial Condition.
On November 6, 2014, Neonode Inc. (the “Company”)
reported its earnings for the three and nine months ended September 30, 2014. A copy of the Company’s press release
containing this information is furnished as Exhibit 99.1 to this report on Form 8-K and is incorporated herein by reference.
The information furnished pursuant to this Item 2.02,
including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section, or incorporated
by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set
forth by specific reference in such a filing.
Item 9.01. Financial
Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
| Exhibit 99.1 |
Press Release of the Company dated November
6, 2014 containing financial information for the three and nine months ended September 30, 2014. |
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:
Title: |
Lars Lindqvist
Chief Financial Officer |
Date:
November 6, 2014
Exhibit 99.1
Neonode® Reports Results for Quarter Ended September
30, 2014
Stockholm, Sweden – November 6, 2014 –
Neonode Inc. (NASDAQ: NEON), the optical touch technology company, today reported financial results for the three and nine months
ended September 30, 2014.
Highlights
| • | Hewlett Packard (“HP”) printers with Neonode touch continues to ramp up with 12 models currently in the worldwide
market compared to 3 models last quarter |
| • | Signed a technology development agreement with a leading Japanese printer OEM |
| • | Amazon launched their new E-reader incorporating Neonode’s touch technology |
| • | Volvo launched their new premium XC90 SUV incorporating Neonode’s zForce CORE touch technology in their infotainment
system and another 3 car OEM’s have launched vehicles using our technology |
"The
ramp of our printer business is progressing according to plan and related revenues should continue to increase as new printers
are introduced and shipping is ramping. We expect to solidify our share of the more than 100 million unit printer market. We believe
our technology is the most compelling touch solution for the printer market,” said Neonode’s VP Consumer Sales
Bengt Edlund.
“We are in business discussions with a majority of the major OEM’s and ODM’s in the PC segment.
We have also enhanced our value proposition even further by developing an end-to-end supply chain with our partners and they can
now deliver fully tested touch module which will simplify the integration and reduce the time-to-market,” said Neonode’s
CEO Thomas Eriksson.
“After several years of development with our
automotive customers we are beginning to enjoy the fruits of our labor. Volvo, and several other auto OEMs are going into production
on specific models of automobiles that incorporate our touch in the infotainment systems. We are extremely satisfied of our accomplishments
in successfully completing these demanding projects and seeing the first cars hit the market,” said Neonode’s VP
Automotive Sales Gunnar Frojdh.
Financial Results for the three and nine months
ended September 30, 2014
Net revenues for the three and nine months ended September
30, 2014 were $1.1 million and $3.0 million, respectively, compared to net revenues for the three and nine months ended September
30, 2013 of $1.1 million and $2.7 million, respectively. Our net revenues for the three and nine months ended September 30, 2014
included $0.6 million and $1.9 million from license fees plus $0.5 million and $1.1 million, respectively, of fees for engineering
design services related to our touch solutions for customers. Our net revenues for the three and nine months ended September 30,
2013 included $0.9 million and $2.1 million from license fees plus $0.2 million and $0.6 million, respectively, of fees for engineering
design services related to our touch solutions for customers.
Gross margin was $0.7 million and $2.0 million
for the three and nine months ended September 30, 2014, respectively, compared to $0.3 million and $1.3 million for the same periods
in 2013, respectively. Our total operating expenses were $3.9 million and $13.1 million for the three and nine months ended September
30, 2014, respectively, compared to $3.6 million and $11.2 million for the same periods in 2013, respectively.
We recorded a net loss of $3.2 million and $11.1 million
for the three and nine months ended September 30, 2014, respectively, compared to a net loss of $3.3 million and $10.0 million,
respectively, in the comparable periods in 2013.
Our net cash used by operating activities was $9.1 million
for the nine months ended September 30, 2014 compared to $6.5 million for the nine months ended September 30, 2013.
Cash totaled $8.8 million at September 30, 2014 compared
to $8.8 million at December 31, 2013. Common shares on a fully diluted basis totaled 45.6 million on September 30, 2014, compared
to 40.4 million at December 31, 2013.
Conference Call Information
The Company will host a conference call Thursday November
6, 2014 at 10AM Eastern Daylight Savings Time (EDT) featuring remarks by, and Q&A with, Neonode’s CEO Thomas Eriksson,
CFO Lars Lindqvist, and David Brunton (SVP of Corporate Finance & IR).
The dial-in number for the conference call is toll-free:
(877) 539-0733 (U.S. domestic) or +1 (678) 607-2005 (international). To access the call all participants must use the following
Conference ID: # 15346269. Please make sure to call at least five minutes before the scheduled start time.
To
register for the call, and listen online, please click
http://event.on24.com/r.htm?e=861779&s=1&k=744EE4E878B4748FE054D05EF6AC95FA
For interested individuals unable to join the live event,
a digital recording for replay will be available for 30 days after the call's completion - 11/6/2014 (13:00PM EDT) to 12/6/2014
(23:59PM EDT). To access the recording, please use one of these Dial-In Numbers (800) 585-8367 or (404) 537-3406, and the Conference
ID # 15346269.
About Neonode
Neonode Inc. (NASDAQ:NEON) develops and licenses the
next generation of Multisensing touch technologies, allowing companies to differentiate themselves by making high performing touch
and proximity solutions at a competitive cost. Neonode is at the forefront of providing unparalleled user experiences that offer
significant advantages for OEM's. This includes state-of-the-art touch and proximity technology features such as low latency pen
or brush sensing, remarkably high speed scanning, proximity-, pressure-, and depth sensing capabilities and object-size measuring.
Neonode’s patented Multisensing technology is
developed to support IOT (Internet of Things) applications for a wide range of devices such as mobile phones, tablets and e-readers,
toys and gaming consoles, printers, white goods, wearable goods and advanced automotive infotainment systems. Neonode, the Neonode
logo, Multisensing, and zForce are trademarks of Neonode Inc. registered in the United States and other countries. Liquid Sensing,
It Makes Sense and AlwaysON are trademarks of Neonode Inc. 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.
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.
Copyright © 2014, Neonode Inc. All rights reserved.
Neonode is a registered trademark of Neonode Inc.
For more information, please contact:
Investor Relations:
David Brunton
Email:
david.brunton@neonode.com
CFO
Lars Lindqvist
E-mail:
lars.lindqvist@neonode.com
NEONODE INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share
amounts)
| |
|
September 30,
2014 |
|
|
December 31,
2013 |
|
| ASSETS |
|
(Unaudited) |
|
|
(Audited) |
|
| Current assets: |
|
|
|
|
|
|
|
|
| Cash |
|
$ |
8,844 |
|
|
$ |
8,815 |
|
| Accounts receivable, net |
|
|
558 |
|
|
|
969 |
|
| Projects in process |
|
|
503 |
|
|
|
736 |
|
| Prepaid expenses and other current assets |
|
|
651 |
|
|
|
616 |
|
| Total current assets |
|
|
10,556 |
|
|
|
11,136 |
|
| |
|
|
|
|
|
|
|
|
| Property and equipment, net |
|
|
758 |
|
|
|
335 |
|
| Total assets |
|
$ |
11,314 |
|
|
$ |
11,471 |
|
| |
|
|
|
|
|
|
|
|
| LIABILITIES AND STOCKHOLDERS’ EQUITY |
|
|
|
|
|
|
|
|
| Current liabilities: |
|
|
|
|
|
|
|
|
| Accounts payable |
|
$ |
651 |
|
|
$ |
479 |
|
| Accrued expenses |
|
|
848 |
|
|
|
978 |
|
| Deferred revenue |
|
|
3,252 |
|
|
|
3,666 |
|
| Current portion of capital lease obligations |
|
|
66 |
|
|
|
- |
|
| |
|
|
|
|
|
|
|
|
| Total current liabilities |
|
|
4,817 |
|
|
|
5,123 |
|
| |
|
|
|
|
|
|
|
|
| Capital lease obligations, net of current portion |
|
|
410 |
|
|
|
- |
|
| Total liabilities |
|
|
5,227 |
|
|
|
5,123 |
|
| |
|
|
|
|
|
|
|
|
| Commitments and contingencies (Note 6) |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
| Stockholders’ equity: |
|
|
|
|
|
|
|
|
| Series B Preferred stock, 54,425 shares authorized with par value $0.001 per share; 83 shares issued and outstanding at September 30, 2014 and December 31, 2013. (In the event of dissolution, each share of Series B Preferred stock has a liquidation preference equal to par value of $0.001 over the shares of common stock) |
|
|
-- |
|
|
|
-- |
|
| Common stock, 70,000,000 shares authorized with par value $0.001 per share; 40,455,352 and 37,933,799 shares issued and outstanding at September 30, 2014 and December 31, 2013, respectively |
|
|
40 |
|
|
|
38 |
|
| Additional paid-in capital |
|
|
168,875 |
|
|
|
157,994 |
|
| Accumulated other comprehensive (loss) income |
|
|
(6 |
) |
|
|
11 |
|
| Accumulated deficit |
|
|
(162,822 |
) |
|
|
(151,695 |
) |
| Total stockholders' equity |
|
|
6,087 |
|
|
|
6,348 |
|
| Total liabilities and stockholders’ equity |
|
$ |
11,314 |
|
|
$ |
11,471 |
|
NEONODE INC.
CONDENSED CONSOLIDATED STATEMENTS
OF OPERATIONS
(In thousands, except per share amounts)
(Unaudited)
| | |
Three months ended
September 30, | | |
Nine months ended
September 30, | |
| | |
2014 | | |
2013 | | |
2014 | | |
2013 | |
| | |
| | |
| | |
| | |
| |
| Net revenues | |
$ | 1,126 | | |
$ | 1,076 | | |
$ | 3,005 | | |
$ | 2,708 | |
| Cost of revenues | |
| 422 | | |
| 765 | | |
| 1,040 | | |
| 1,443 | |
| Gross margin | |
| 704 | | |
| 311 | | |
| 1,965 | | |
| 1,265 | |
| | |
| | | |
| | | |
| | | |
| | |
| Operating expenses: | |
| | | |
| | | |
| | | |
| | |
| Product research and development | |
| 1,767 | | |
| 2,211 | | |
| 5,293 | | |
| 5,286 | |
| Sales and marketing | |
| 725 | | |
| 406 | | |
| 2,523 | | |
| 2,104 | |
| General and administrative | |
| 1,457 | | |
| 972 | | |
| 5,275 | | |
| 3,813 | |
| | |
| | | |
| | | |
| | | |
| | |
| Total operating expenses | |
| 3,949 | | |
| 3,589 | | |
| 13,091 | | |
| 11,203 | |
| Loss before provision for income taxes | |
| (3,245 | ) | |
| (3,278 | ) | |
| (11,126 | ) | |
| (9,938 | ) |
| Provision for income taxes | |
| - | | |
| 65 | | |
| 1 | | |
| 95 | |
| Net loss | |
$ | (3,245 | ) | |
$ | (3,343 | ) | |
$ | (11,127 | ) | |
$ | (10,033 | ) |
| Loss per common share: | |
| | | |
| | | |
| | | |
| | |
| Basic and diluted loss per share | |
$ | (0.08 | ) | |
$ | (0.09 | ) | |
$ | (0.28 | ) | |
$ | (0.29 | ) |
| Basic and diluted – weighted average number of common shares outstanding | |
| 40,455 | | |
| 35,437 | | |
| 39,219 | | |
| 34,366 | |
NEONODE INC.
CONDENSED CONSOLIDATED STATEMENTS
OF COMPREHENSIVE LOSS
(In thousands)
(Unaudited)
| | |
Three months ended
September 30, | | |
Nine months ended
September 30, | |
| | |
2014 | | |
2013 | | |
2014 | | |
2013 | |
| | |
| | |
| | |
| | |
| |
| Net loss | |
$ | (3,245 | ) | |
$ | (3,343 | ) | |
$ | (11,127 | ) | |
$ | (10,033 | ) |
| Other comprehensive income (loss): | |
| | | |
| | | |
| | | |
| | |
| Foreign currency translation adjustments | |
| (82 | ) | |
| (46 | ) | |
| (17 | ) | |
| 8 | |
| Total comprehensive loss | |
$ | (3,327 | ) | |
$ | (3,389 | ) | |
$ | (11,144 | ) | |
$ | (10,025 | ) |
NEONODE INC.
CONDENSED CONSOLIDATED STATEMENTS
OF CASH FLOWS
(In thousands)
(Unaudited)
| | |
Nine months ended
September 30, | |
| | |
2014 | | |
2013 | |
| Cash flows from operating activities: | |
| | | |
| | |
| Net loss | |
$ | (11,127 | ) | |
$ | (10,033 | ) |
| Adjustments to reconcile net loss to net cash used in operating activities: | |
| | | |
| | |
| Stock-based compensation expense | |
| 1,594 | | |
| 2,101 | |
| Bad debt expense | |
| 18 | | |
| - | |
| Depreciation and amortization | |
| 145 | | |
| 104 | |
| Loss on disposal of property and equipment | |
| - | | |
| 1 | |
| Changes in operating assets and liabilities: | |
| | | |
| | |
| Accounts receivable | |
| 393 | | |
| 1,040 | |
| Projects in process | |
| 229 | | |
| - | |
| Prepaid expenses and other assets | |
| (176 | ) | |
| (458 | ) |
| Accounts payable and accrued expenses | |
| 252 | | |
| (32 | ) |
| Deferred revenue | |
| (381 | ) | |
| 748 | |
| Net cash used in operating activities | |
| (9,053 | ) | |
| (6,529 | ) |
| | |
| | | |
| | |
| Cash flows from investing activities: | |
| | | |
| | |
| Purchase of property and equipment | |
| (98 | ) | |
| (136 | ) |
| Net cash used in investing activities | |
| (98 | ) | |
| (136 | ) |
| | |
| | | |
| | |
| Cash flows from financing activities: | |
| | | |
| | |
| Proceeds from sales of common stock, net of offering costs | |
| 9,253 | | |
| 6,899 | |
| Proceeds from exercise of stock options | |
| - | | |
| 524 | |
| Proceeds from exercise of stock warrants | |
| 36 | | |
| 699 | |
| Principal payments on capital lease obligations | |
| (18 | ) | |
| - | |
| Net cash provided by financing activities | |
| 9,271 | | |
| 8,122 | |
| | |
| | | |
| | |
| Effect of exchange rate changes on cash | |
| (91 | ) | |
| 14 | |
| | |
| | | |
| | |
| Net increase in cash | |
| 29 | | |
| 1,471 | |
| Cash at beginning of period | |
| 8,815 | | |
| 9,097 | |
| Cash at end of period | |
$ | 8,844 | | |
$ | 10,568 | |
| | |
| | | |
| | |
| Supplemental disclosure of cash flow information: | |
| | | |
| | |
| Cash paid for income taxes | |
| 1 | | |
| - | |
| Cash paid for interest | |
$ | 8 | | |
$ | 95 | |
| | |
| | | |
| | |
| Supplemental disclosure of non-cash investing and financing activities: | |
| | | |
| | |
| Purchase of equipment with capital lease obligation | |
$ | 530 | | |
$ | - | |
| Cashless exercise of warrants | |
$ | - | | |
$ | 3 | |
| Stock subscription receivable | |
$ | - | | |
$ | 286 | |
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