UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
The
Securities Exchange Act of 1934
Date
of
Report (Date of earliest event reported):
November 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):
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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o |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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o |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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EXPLANATORY
NOTE
See
Item
8.01 for a detailed explanation. Neonode Inc. is filing this Form 8-K solely
to
replace the financial statements set forth in Annex F to the Schedule 14A
definitive proxy statement filed on July 3, 2007.
Item
8.01. Other Events.
Revised
Financial Statements
The
purpose for this filing is
to
replace the Neonode Inc financial statements and auditor opinion for the twelve
months ended December 31, 2006 and 2005 and for the ten months ended December
31, 2004 that were included as Annex F to the Schedule 14A definitive proxy
statement filed on July 3, 2007. The previously filed financial statements
have
been amended to include a subsequent events footnote that provides disclosure
related to the merger and debt conversion to equity transactions and the effect
they would have had on the December 31, 2006 net loss and loss per share. This
filing also includes a revised opinion of our Independent
Registered Public Accounting Firm, Öhrlings PricewaterhouseCoopers
AB
that
encompasses the additional work to expand their opinion to cover the period
through the date of this filing.
This
additional disclosure is for informational purposes only and has no impact
on
the results of operations of the Company. The Company continues to meet the
published listing requirements established by the NASDAQ Stock Exchange.
Item
9.01. Financial Statements and Exhibits.
7.
Financial Statements, Pro Forma Financial Information and Exhibits.
(c)
Consolidated
audited financial statements of Neonode Inc. as of and for the twelve months
ended December 31, 2006 and 2005 and for the ten months ended December 31,
2004 and Report of our Independent Registered
Public Accounting Firm, therein.
Exhibit
Number
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Description
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99.1
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Consolidated
audited financial statements of Neonode Inc. as of and for the twelve
months ended December 31, 2006 and 2005 and for the ten months ended
December 31, 2004 and Report of our Independent Registered
Public Accounting Firm, therein.
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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.
Dated:
November 15, 2007
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Neonode
Inc.
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By:
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/s/
David Brunton
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David
Brunton
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Chief
Financial Officer
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INDEX
TO EXHIBITS
Exhibit
Number
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Description
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99.1
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Consolidated
audited financial statements of Neonode Inc. as of and for the twelve
months ended December 31, 2006 and 2005 and for the ten months ended
December 31, 2004 and Report of our Independent Registered
Public Accounting Firm,
therein.
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