Form 8-K - Current report

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): October 7, 2024

NEONODE INC.

(Exact name of issuer of securities held pursuant to the plan)

Commission File Number 1-35526

Delaware		94-1517641
(State or other jurisdiction of incorporation)		(I.R.S. Employer Identification No.)

Karlavägen 100, 115 26 Stockholm, Sweden

(Address of Principal Executive Office, including Zip Code)

+46 (0) 702958519

Registrant’s telephone number, including area code:

Not Applicable

(Former name or former address, if changed since last report)

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):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.001 per share		NEON		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 7, 2024, the Board of Directors of Neonode Inc. (the “Company”) elected Peter Kruk to the Company’s board of directors (the “Board”) as a Class II director, effective October 7, 2024, in connection with an increase in the size of the Board from four directors to five directors. Mr. Kruk will serve until his successor is duly elected and qualified or until his death, resignation or removal, whichever is earliest to occur. Mr. Kruk will stand for re-election at the Company’s next annual meeting of stockholders to be held in 2025.

In accordance with the Company’s current Non-Employee Director Compensation Policy, Mr. Kruk will receive cash compensation of $25,000 per year for his service on the Board.

There is no arrangement or understanding between Mr. Kruk and any other persons pursuant to which he was elected as a director. In addition, he is not a party to any transaction, or series of transactions, required to be disclosed pursuant to Item 404(a) of Regulation S-K. There are no family relationships between Mr. Kruk and any of the Company’s other directors or executive officers.

Item 7.01. Regulation FD.

On October 8, 2024, the Company issued a press release announcing the appointment of Peter Kruk as a new Class II Director. A copy of the press release is attached as Exhibit 99.1 hereto.

The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section, or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
99.1		Press Release of the Company dated October 8, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

Date: October 8, 2024	NEONODE INC.

	By:	/s/ Fredrik Nihlén
	Name:	Fredrik Nihlén
	Title:	Interim President and Chief Executive Officer, Chief Financial Officer

Exhibit 99.1

Press Release

For Release, 09:10AM ET October 8, 2024

Neonode Announces the Appointment of Peter Kruk to the Board of Directors

STOCKHOLM, SWEDEN, October 8, 2024 — Neonode Inc. (NASDAQ: NEON), today announced that Peter Kruk has joined the company’s Board of Directors (the “Board”) as a Class II director.

Peter Kruk currently serves as the Chief Executive Officer and as a board member of NCAB Group AB, a Nasdaq Stockholm-listed company and a leading global producer of printed circuit boards. Mr. Kruk brings extensive experience as a leader in global industrial companies. From 2018 to 2020, Mr. Kruk served as the President of the EMEA region in the Dometic Group and was a member of Dometic Group’s management team. From 2009 to 2018, he served as President of Electronics and a member of the executive management team of Stoneridge Inc., a United States-listed company and a leading supplier of advanced electronics to the global automotive industry.

“I am very excited about joining Neonode’s Board of Directors. The company has a great history of innovation and developing pioneering technology and I look forward to supporting the team and contributing to the future development of the company,” said Peter Kruk.

“We are pleased that Peter will join the Board of Directors and contribute both with his general management experience and also his deep knowledge of the automotive industry,” said Ulf Rosberg, Chairman of the Board.

For more information, please contact:

Interim President and Chief Executive Officer and Chief Financial Officer

Fredrik Nihlén

E-mail: fredrik.nihlen@neonode.com

Phone: +46 703 97 21 09

About Neonode

Neonode Inc. (NASDAQ:NEON) is a publicly traded company, headquartered in Stockholm, Sweden and established in 2001. The Company provides advanced optical sensing solutions for contactless touch, touch, gesture control, and in-cabin monitoring. Building on experience acquired during years of advanced research and development and technology licensing, Neonode’s technology is currently deployed in more than 90 million products, and the Company holds more than 100 patents worldwide. Neonode’s customer base includes some of the world’s best-known Fortune 500 companies in the consumer electronics, office equipment, automotive, elevator, and self-service kiosk markets.

NEONODE and the NEONODE logo are trademarks of Neonode Inc. registered in the United States and other countries.

For further information please visit www.neonode.com

Cision

Cover	Oct. 07, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Oct. 07, 2024
Entity File Number	1-35526
Entity Registrant Name	NEONODE INC.
Entity Central Index Key	0000087050
Entity Tax Identification Number	94-1517641
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	Karlavägen 100
Entity Address, City or Town	Stockholm
Entity Address, Country	SE
Entity Address, Postal Zip Code	115 26
City Area Code	+46 (0)
Local Phone Number	702958519
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	NEON
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false