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):
July 1, 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 of
incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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Warfvingesväg
45, SE-112 51 Stockholm, Sweden
4000
Executive Parkway, Suite 200, San Ramon, CA.
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94583
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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))
ITEM
3.01: NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE OR
STANDARD; TRANSFER OF LISTING
On
May
29, 2008, Neonode Inc. (the Company) received a Nasdaq Staff deficiency letter
from The NASDAQ Stock Market Listing Qualifications Department stating that
for
10 consecutive business days, the market value of listed securities of the
Company had been below the minimum $35,000,000 requirement for continued
inclusion under Marketplace Rule 4310 (c)(3)(B) (the "Rule"). The notice further
stated that pursuant to Marketplace Rule 4310(c)(8)(C), the Company would be
provided 30 calendar days (or until June 30, 2008) to regain compliance. If,
at
anytime before June 30, 2008, the market value of listed securities of the
Company was $35,000,000 or more for a minimum of 10 consecutive business days,
the Company could’ve regained compliance with the Marketplace Rules.
On
July
1, 2008, the Company received a Nasdaq Staff Determination letter from The
NASDAQ Stock Market Listing Qualifications Department stating that the Company
has not regained compliance with the Rule. Accordingly, unless the Company
requests an appeal of this determination, trading of the Company’s common stock
will be suspended at the opening of business on July 10, 2008 and Nasdaq will
remove the Company’s securities from listing and registration on the Nasdaq
Capital Market.
The
Company will request an appeal of Staff’s determination with the Nasdaq Listing
Qualifications Panel (the “Panel”) by the required date, July 8, 2008. A hearing
request will stay the suspension of the Company’s securities pending the Panel’s
decision. A copy of the Company’s press release announcing receipt of the notice
is attached hereto as Exhibit 99.1 and is incorporated herein by
reference.
ITEM
9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c)
Exhibits.
99.1
Press Release of Neonode Inc., dated July 2, 2008.
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:
July 2, 2008
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NEONODE
Inc.
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By: |
/s/ David
W
Brunton |
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David
W 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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Press
Release of Neonode Inc., dated July 2,
2008
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