Current Report Filing (8-k)
September 04 2020 - 4:04PM
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): August 31, 2020
NEONODE
INC.
(Exact
name of issuer of securities held pursuant to the plan)
Commission
File Number 1-35526
Delaware
|
|
94-1517641
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(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)
|
☐
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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.
☐
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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Item
8.01. Other Events.
On August 31, 2020, management of
Neonode Inc. (the “Company”) received notification that the Company and its Board of Directors had been served
with a purported class action lawsuit (C.A. No. 2020-0701-AGB) in the Delaware Court of Chancery for breach of fiduciary duty
in connection with disclosure of information concerning Proposals 5 and 6 at the 2020 Annual Meeting of Stockholders to be
held on September 29, 2020. These proposals for shareholder approval relate to a private placement of common stock and
preferred stock by the Company on August 5, 2020 in which two directors and the chief executive officer of the Company
participated.
The Company believes the lawsuit is without
merit.
Management
remains focused on the operation, development and growth of the Company.
Safe
Harbor Statement
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, including the impact of the lawsuit referenced
above. These statements are based on current assumptions, expectations and information available to the Company’s management
and involve a number of known and unknown risks, uncertainties and other factors that may cause the Company’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 the Company’s
public filings with the SEC from time to time, including the Company’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 the Company management believes that the forward-looking statements contained in this current report on Form 8-K are reasonable,
it can give no assurance that its expectations will be fulfilled. Forward-looking statements are made as of today’s date,
and the Company undertakes no duty to update or revise them.
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: September 4, 2020
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By:
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/s/
Maria Ek
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Name: Maria Ek
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Title: Chief Financial Officer
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