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): February 22, 2010
NEONODE
INC.
(Exact
name of issuer of securities held pursuant to the plan)
Commission
File Number 0-8419
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Delaware
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94-1517641
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(State
or other jurisdiction
of
incorporation)
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(I.R.S.
Employer
Identification
No.)
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Linnegatan
89, SE-115 23 Stockholm, Sweden&
651
Byrdee Way, Lafayette, CA. 94549
(Address
of principal executive offices, including Zip Code)
Registrant’s
telephone number, including area code:
+46 8 667 17 17 — Sweden
1 925 768 0620 — USA
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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¨
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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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TABLE
OF CONTENTS
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Item
2.03
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Creation
of a Direct Financial Obligation
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Item
3.02
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Unregistered
Sales of Equity Securities
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Item
9.01
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Financial
Statements and Exhibits
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Signatures
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Exhibit
Index
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Ex-10.1
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Form
of Convertible Note Agreement
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Ex-10.2
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Form
of Convertible Promissory Note
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Ex-10.3
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Form
of Common Stock Purchase Warrant
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Section
2 — Financial Information
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of the Registrant
On
January 18, 2010, the Board of Directors of the Registrant approved the
Registrant’s entering into convertible loan agreements, and issuing notes and
warrants relating thereto, to obtain an aggregate loan of up to $1,000,000 (the
“Loan Amount”) from several private lenders, Mr. Per Bystedt and Iwo Jima SARL,
a company controlled by our Chairman and Chief Executive officer, Mr. Per
Bystedt and Davisa Ltd, a company controlled by a member of the Board of
Directors of our wholly owned subsidiary, Neonode Technologies AB, Mr. Mats
Dahlin (“Lenders”). The Loan Amount bears interest at a rate of seven percent
(7%) per annum and matures on December 31, 2010. In the event that the Loan
Amount and accrued interest is not repaid by the Registrant by December 31, 2010
and the Lenders have not previously converted the Loan Amount, the Lenders’ sole
remedy for such non-payment shall be the payment of additional annual interest
at a rate of 10% per year. The accrued interest will be payable on
June 30th and
December 31st of
each year. The Loan Amount is secured by a security interest in the
intellectual property owned by the Registrant. The Loan Amount is
expected to be used for the Registrant’s working capital needs.
Contemporaneously
with entering into the convertible loan agreements, the Registrant also issued a
note (the “Note”) and warrants (the “Warrants”) to each Lender.
The Note
provides that each of the Lenders shall have at any time prior to the repayment
of its loan amount the option to convert its portion of the Loan Amount into
fully-paid and non-assessable restricted shares of common stock of the Company,
at a price of $0.02 per share. The Note includes an adjustment clause
wherein in the event that the Registrant issues additional common stock of the
Registrant at a price per share less than $0.02 per share at a subsequent round
of financing prior to the repayment of the Loan Amount, the conversion price for
the restricted shares of stock will be reduced, for no additional consideration,
to an amount equal to the price per share paid for the common stock of the
Registrant at such subsequent financing round
The
Warrants provide each Lender with a right to purchase fully-paid and
non-assessable restricted shares of common stock of the
Registrant. The term of the Warrants is three-years, with an exercise
price of $0.04 per share. The number of shares of the Registrant’s
common stock which may be purchased by each Lender is calculated by dividing the
amount loaned by such Lender by the exercise price of $0.04 per
share. The Warrants may be exercised by cash payment or through
cashless exercise by the surrender of warrant shares having a value equal to the
exercise price of the portion of the warrants being exercised
The
convertible loan agreements and the Notes contain events of acceleration and
events of default, including, among other things, nonpayment of principal,
interest, or fees, bankruptcy and insolvency events, and sale of all or
substantially all of the Registrant’s assets, that could result in the
acceleration of the Registrant’s repayment obligations.
The Registrant has issued the Notes
and the Warrants under the exemptions from registration provided by Section 4(2)
of the Securities Act of 1933. The Registrant expects that the any
issuance of shares of the Registrant’s common stock pursuant to the terms of the
Notes or the Warrants will be exempt from registration under
Section 4(2) of the Securities Act of 1933, as amended (the
“Securities Act”), and regulations promulgated thereunder. None of these
transactions involved any underwriters, underwriting discounts or commissions or
any public offering, and the Lenders had adequate access, through their
relationships with the Registrant, to information about the
Registrant.
The
shares of common stock to be issued upon conversion of the Loan Amount will not
be registered under the Securities Act, or any state securities laws, and may
not be offered or sold in the United States absent registration or an applicable
exemption from the registration requirements of the Securities Act.
This
report, including the foregoing descriptions of the terms and conditions of the
convertible loan agreements, the Note and the Warrants is qualified in its
entirety by reference to the form of the convertible loan agreement, the Note,
and the Warrant furnished as Exhibits 10.1, 10.2, and 10.3 hereto, respectively,
and incorporated herein by reference.
Section
3 — Securities and Trading Market
Item
3.02 Unregistered Sales of Securities
The
information provided in Item 2.03 of this Current Report on Form 8-K is hereby
incorporated by reference into this Item 3.02.
Section
9 — Financial Statements and Exhibits
Item
9.01 Financial Statements and
Exhibits.
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Exhibit
No.
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Description
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Exhibit
10.1
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Form
of Convertible Note Agreement.
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Exhibit
10.2
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Form
of Convertible Promissory Note.
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Exhibit
10.3
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Form
of Common Stock Purchase Warrant.
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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/ David W.
Brunton
Name: David
W. Brunton
Title: Chief
Financial Officer
Date:
February 22, 2010