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)
December
19, 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
of Incorporation)
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(Commission
File Number)
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(I.R.S.
Employer
Identification
No.)
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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
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+468
678 18 50 — Sweden
(925)
355-7700 — USA
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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:
o
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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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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o
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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
8.01. Other Events
Neonode
Inc. (“Neonode”) plans to enter into a private placement where Neonode plans
sell to a strategic investor (the “Investor”) 661,500 shares of Neonode common
stock, $0.001 par value (“Common Stock”), at a per share purchase price of $3.25
and issue warrants to the Investor to purchase 496,125 shares of Common Stock,
exercisable at a per share purchase price equal to the greater of (A) $3.92
and
(B) the sum of $0.01 and the closing bid price of the Company’s Common Stock on
the date immediately preceding the closing date of the private placement
(“Investor Warrant Exercise Price”).
In
addition, if the private placement is consummated Neonode plans to compensate
the placement agent as follows: (i) issue warrants to the placement agent
to
purchase 49,612 shares of Common Stock, exercisable at a per share purchase
price of $3.25, (ii) issue warrants to the placement agent to purchase 37,209
shares of Common Stock, exercisable at a per share purchase price equal to
the
Investor Warrant Exercise Price and (iii) a cash payment of $161,241 to the
placement agent.
No
binding agreements regarding the private placement have been entered into
between Neonode and the Investor and the private placement will be contingent
on
Neonode obtaining the requisite amount of consents from Neonode investors
who
participated in Neonode’s September private placement.
This
notice does not constitute an offer of any securities for sale. The securities
proposed to be offered in the private placement will not be registered under
the
Securities Act of 1933, as amended, and may not be offered or sold in the
United
States absent registration or an applicable exemption from registration
requirements.
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:
December 19, 2007
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By:
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/s/
David W. Brunton
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Name:
David W. Brunton
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Title:
Chief Financial Officer, Vice President, Finance and
Secretary
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