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 15, 2007
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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Biblioteksgatan
11
S111
46 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:
+468
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
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
On
August
15, 2007, Neonode Inc. entered into an Asset Purchase Agreement (the “Purchase
Agreement”) with Riding Tide Software, LLC (“Buyer”), a newly-formed limited
liability company owned by Nick Bellinger, a former stockholder of PyX
Technologies, Inc., a company we acquired in 2005.
Under
the
Purchase Agreement, we agreed to sell all of the assets associated with our
enterprise storage business (the “Storage Assets”) to Buyer for $90,000 in cash
at closing plus 70% of the net monthly revenues received by Buyer in the 12
months following the closing under the Purchase Agreement pursuant to the PyX
Technologies OEM Agreement, dated as of June 14, 2004, between Buyer (as our
successor in interest) and Pelco. In addition, the Purchase Agreement provides
that the Storage Assets were sold to Buyer on an “as is” basis and that Buyer
will indemnify us for any damages we suffer relating to the Storage Assets
accruing or arising after the closing.
On
August
20, 2007, we completed the sale of the Storage Assets pursuant to the Purchase
Agreement.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit
Number
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Description
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2.1
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Asset
Purchase Agreement, dated August 15, 2007, between Neonode Inc. and
Rising
Tide Software, LLC
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SIGNATURE
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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Dated: August
23, 2007 |
By: |
/s/ David
Brunton |
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David
Brunton
Chief
Financial Officer
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INDEX
TO EXHIBITS
Exhibit
Number
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Description
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2.1
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Asset
Purchase Agreement, dated August 15, 2007, between Neonode Inc. and
Rising
Tide Software, LLC
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