Current Report Filing (8-k)
May 31 2019 - 4:31PM
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): May 28, 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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☐
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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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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
May 28, 2019, Neonode Inc. (“Neonode”) announced the appointment of Maria Ek as Chief Financial Officer effective
June 1, 2019. Ms. Ek will also serve as Vice President, Finance, Treasurer and Secretary of Neonode.
Maria
Ek, age 48, has served as corporate controller of Neonode since December 2018. Prior to joining Neonode, Ms. Ek served as Global
Head of Accounting for Digital Route AB between 2014 and 2018. Prior to that, she served as Group Financial Manager and in other
finance capacities at 24 Mobile Advertising Solutions AB between 2010 and 2014. Ms. Ek additionally has held various financial
and accounting positions at media and international organizations.
In connection with her appointment as an officer of Neonode, Ms.
Ek and Neonode entered into an employment agreement. Under her employment agreement, Ms. Ek is entitled to receive a monthly salary,
payable in Swedish Krona (“SEK”), of 100,000 SEK (approximately US$10,500). Ms. Ek also is eligible to participate
in Neonode’s applicable bonus and option programs. She further is entitled to receive health care, pension, and other employee
benefits in accordance with her employment agreement.
The
summary of the employment agreement with Ms. Ek is qualified in its entirety by reference to the actual agreement, a copy of which
is filed as an exhibit to this current report on Form 8-K and incorporated herein by reference.
As
previously disclosed, Lars Lindqvist notified the Board of Directors on February 20, 2019 of his decision to resign as an officer
of Neonode by mid-2019. Mr. Lindqvist’s resignation as Chief Financial Officer, Vice President, Finance, Treasurer and Secretary
will be effective at the conclusion of May 31, 2019.
A
copy of the press release announcing the appointment of Ms. Ek 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.
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: May 30, 2019
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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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Chief Financial
Officer
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2
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