Neonode Inc. Terminates Material Definitive Agreement

TL;DR

Neonode terminated a big deal, filing 8-K on June 4th.

AI Summary

Neonode Inc. announced on May 29, 2024, the termination of a material definitive agreement. The company, incorporated in Delaware with its principal executive office in Stockholm, Sweden, filed this 8-K report on June 4, 2024.

Why It Matters

The termination of a material definitive agreement can significantly impact a company's strategic direction, financial performance, and ongoing business relationships.

Risk Assessment

Risk Level: medium — Termination of a material definitive agreement suggests potential disruptions or changes in business strategy that could affect future performance.

Key Players & Entities

• Neonode Inc. (company) — Issuer of securities
• May 29, 2024 (date) — Date of earliest event reported
• June 4, 2024 (date) — Filing date of the 8-K
• Delaware (jurisdiction) — State of incorporation
• Stockholm, Sweden (location) — Principal Executive Office

FAQ

Key Financial Figures

• $0.001 — ch registered Common Stock, par value $0.001 per share NEON The Nasdaq Stock Mar
• $10,336,156 — ng an aggregate offering price of up to $10,336,156. On June 4, 2024, the Company filed a
• $50,000 — its counsel, in an amount not to exceed $50,000. The Company is not obligated to sell
• $15.0 million — gregate offering price of approximately $15.0 million pursuant to the Prior Sales Agreement.

Filing Documents

• ea0207150-8k_neonode.htm (8-K) — 32KB
• ea020715001ex5-1_neonode.htm (EX-5.1) — 7KB
• ea020715001ex10-1_neonode.htm (EX-10.1) — 201KB
• ex5-1_001.jpg (GRAPHIC) — 7KB
• 0001213900-24-049351.txt ( ) — 474KB
• neon-20240529.xsd (EX-101.SCH) — 3KB
• neon-20240529_lab.xml (EX-101.LAB) — 33KB
• neon-20240529_pre.xml (EX-101.PRE) — 22KB
• ea0207150-8k_neonode_htm.xml (XML) — 3KB

01. Entry Into a Material Definitive

Item 1.01. Entry Into a Material Definitive Agreement. On June 4, 2024, Neonode Inc. (the "Company") entered into an At The Market Offering Agreement (the "Sales Agreement") with Ladenburg Thalmann & Co. Inc. ("Ladenburg") with respect to an "at the market" offering program, under which the Company may, from time to time, in its sole discretion, issue and sell through Ladenburg, acting as agent or principal, shares of the Company's common stock, par value $0.001 per share (the "Shares"), initially having an aggregate offering price of up to $10,336,156. On June 4, 2024, the Company filed a prospectus supplement with the Securities and Exchange Commission (the "Prospectus Supplement") in connection with the offer and sale of the Shares pursuant to the Sale Agreement. The issuance and sale of the Shares by the Company under the Sale Agreement will be made pursuant to the Company's registration statement on Form S-3 (File No. 333-279252) filed with the SEC on May 9, 2024 and declared effective on May 16, 2024 (the "Registration Statement"), as supplemented by the Prospectus Supplement. Pursuant to the Sales Agreement, Ladenburg may sell the Shares by any method permitted that is deemed an "at the market" offering as defined in Rule 415 under the Securities Act of 1933, as amended (the "Securities Act"). Ladenburg will use commercially reasonable efforts consistent with its normal trading and sales practices to sell the Shares from time to time, based upon instructions from the Company (including any price or size limits or other customary parameters or conditions the Company may impose). The Company will pay Ladenburg a commission of 3.0% of the gross sales price per Share sold under the Sales Agreement. The Company also agreed to reimburse Ladenburg for certain specified expenses, including the fees and disbursements of its counsel, in an amount not to exceed $50,000. The Company is not obligated to sell any Shares under the Sales Agreement. The offering of the

02 Termination

Item 1.02 Termination of a Material Definitive Agreement. On May 29, 2024, the Company terminated its At Market Issuance Sales Agreement, dated May 7, 2021, by and between the Company and B. Riley Securities, Inc. (the "Prior Sales Agreement"), pursuant to which the Company was able sell shares of common stock in "at the market offerings" as defined by Rule 415 of the Securities Act. The Company previously filed a prospectus, dated May 18, 2021, relating to the at the market offering of shares of common stock pursuant to the Prior Sales Agreement (the "ATM Prospectus"). The offering pursuant to the ATM Prospectus was terminated in connection with the termination of the Prior Sales Agreement. B. Riley Securities, Inc. waived the termination notice period provided under the Prior Sales Agreement such that the termination was effective immediately. Following such termination, the Company may not offer or sell any additional shares of its common stock under the Prior Sales Agreement and ATM Prospectus. The Company sold 2,025,503 shares of common stock having an aggregate offering price of approximately $15.0 million pursuant to the Prior Sales Agreement.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 5.1 Opinion of Reed Smith LLP as to the legality of the Shares. 10.1* At The Market Offering Agreement, dated June 3, 2024, by and between Neonode Inc. and Ladenburg Thalmann & Co. Inc. 23.1 Consent of Reed Smith LLP (included in Exhibit 5.1) 104 Cover Page Interactive Data File (embedded within the inline XBRL document) * Certain portions of this Exhibit have been omitted pursuant to Regulation S-K Item 601(a)(6) promulgated under the Exchange Act. The Company agrees to furnish supplementally a copy of any omitted schedule to the SEC upon request. 1

SIGNATURES

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: June 4, 2024 NEONODE INC. By: /s/ Fredrik Nihln Name: Fredrik Nihln Title: Interim President and Chief Executive Office and Chief Financial Officer 2

View Full Filing

View this 8-K filing on SEC EDGAR