FORM
8-K
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):
March 27, 2008
NEONODE
INC.
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(Exact
name of registrant as specified in its
charter)
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Delaware
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0-8419
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94-1517641
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(State
or other jurisdiction
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(Commission
File Number)
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(IRS
Employer Identification No.)
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of
incorporation)
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Warfvingesväg
45, SE-112 51 Stockholm, Sweden
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code:
+46
8 678 18 50 — Sweden
(925)
355-7700 — USA
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Not
Applicable
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(Former
name or former address, if changed since last
report.)
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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):
o
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Written
communications pursuant to Rule 425 under the Securities Act
(17 CFR
230.425)
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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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Item
5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
On
March
27, 2008, Neonode Inc. received notice from Johan Ihrfelt of his intention
to
resign from Neonode's Board of Directors, including his position on Neonode’s
audit committee, compensation committee, and nominating and governance
committee. Mr. Ihrfelt’s resignation became effective March 31, 2008. Mr.
Ihrfelt’s resignation was not the result of a disagreement with Neonode on any
matter relating to Neonode’s operations, policies, or practices.
Item
3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule
or
Standard; Transfer of Listing.
On
April
2, 2008, Neonode received a deficiency letter from The Nasdaq Stock Market
(“Nasdaq”) indicating that Neonode was not in compliance with Marketplace Rule
4350(d)(2)(A) due to the vacancy created by the resignation of Mr. Ihrfelt
from
his position as a director and a member of Neonode’s audit committee, as
disclosed in Item 5.02 above. At the time of Mr. Ihrfelt’s resignation,
Neonode’s audit committee consisted of three members.
Marketplace
Rule 4350(d)(2)(A) requires each Nasdaq issuer to have at least three
independent members on its audit committee (as defined by Nasdaq Rules
4200(a)(15) and Rule 10A-3(b)(1) under the Securities Exchange Act of 1934,
as
amended). As such, since the time of Mr. Ihrfelt’s resignation, Neonode has not
been in compliance with Marketplace Rule 4350(d)(2)(A) because Neonode only
has
two of the three required independent audit committee members.
Under
Marketplace Rule 4350(d)(4)(B), the Company has until the earlier of its
next
annual meeting (or if such meeting is held before September 29, 2008, then
by
September 29, 2008) to cure such non-compliance.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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NEONODE
INC. |
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Date: April
2, 2008 |
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/s/ David
W.
Brunton |
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David
W. Brunton |
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Chief
Financial Officer, Vice President, Finance and Secretary |
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(Principal Financial and Accounting
Officer) |