8-K

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): November 9, 2017

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.)

Storgatan 23C, 114 55 Stockholm, Sweden

(Address of Principal Executive Office, including Zip Code)

+46 (0) 8 667 17 17

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))

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. ☐

TABLE OF CONTENTS

Item 2.02	Results of Operations and Financial Condition.
Item 9.01	Financial Statements and Exhibits
Signatures
Exhibit Index
Ex-99.1	Press Release of the Company dated November 9, 2017

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Item 2.02. Results of Operations and Financial Condition.

On November 9, 2017, Neonode Inc. (the “Company”) reported its earnings for the three and nine months ending September 30, 2017. A copy of the Company’s press release containing this information is furnished as Exhibit 99.1 to this report on Form 8-K and is incorporated herein by reference.

The information furnished pursuant to this Item 2.02, 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
Exhibit 99.1	Press Release of the Company dated November 9, 2017 containing financial information for the three and nine months ended September 30, 2017.

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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.

	NEONODE INC.
	By:	/s/ Lars Lindqvist
	Name:	Lars Lindqvist
	Title:	Chief Financial Officer
Date: November 9, 2017

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EX-99.1

Exhibit 99.1

 

Neonode Reports Third Quarter Ended September 30, 2017 Financial Results

STOCKHOLM, SWEDEN – November 9, 2017 – Neonode Inc. (NASDAQ: NEON), the optical interactive sensing technology company, today reported financial results for the three and nine months ended September 30, 2017.

Net revenue for the third quarter of 2017 was $2.3 million compared to $1.6 million for the same quarter last year. Net loss for the third quarter of 2017 was $1.1 million, or $0.02 per share, compared to net loss of $2.2 million, or $0.05 per share, for the third quarter of last year. The 41% increase in total net revenues for the third quarter of 2017 as compared to the same period in 2016 is primarily related to continued growth in license fees and sales revenues from AirBar.

“I am happy to report that we have taken the initial step to deliver on our strategy with the first sales in the sensor component business. We manufactured and sold our first touch sensor components to twelve customers, who are in the process of designing new products that use our standardized components. We are now selling and actively marketing our sensors through various sales channels; direct to OEM customers, through Tier 1s and partner networks as well as together with distributors, such as Digi-Key. Our sales strategy opens up a significantly larger addressable market, from customers with small volume products to high volume products with the largest global OEMs. Although, we are able to supply the broader market with sensor components, in the short and mid-term our focus is on selected key markets,” said Thomas Eriksson, CEO.

“To conclude, we will continue to support our customers in our solid and profitable licensing business while increasing our marketing efforts to capitalize on our investments and expand the markets for our hardware sensor components. The solid base from our licensing business provides a stepping stone for the expansion, into larger and more lucrative markets for our sensor components. We believe the combination of licensing and hardware provides a solid foundation for the future growth of the company, and we look forward to working together with the new Board of Directors to continue to position Neonode as a leading supplier of advanced sensor technology,” concluded Mr. Eriksson.

During the quarter we improved our financial position through a $9.1 million, net of selling expenses, private placement. We also added four members to our Board of Directors in order to oversee the company’s future growth and add new capabilities. Ulf Rosberg has been elected to serve as the Chairman of the Board (“Board”) and Åsa Hedin, Per Eriksson and Andreas Bunge joined the Board and have been appointed to serve on various committees. All four new members of our Board bring broad experience and knowledge from different backgrounds in the technology sector.

Third Quarter 2017 Business Metrics

· Sold first embedded sensor components* to 12 customers

· Revenue from licensing was approximately $2.1 million or 90 percent of total revenues.

· Revenue from AirBar (B2C) was approximately $0.2 million or 9 percent of total revenues.

· Operating expenses totaled $3.6 million

· Net loss of $1.1 million, or $0.02 per share

* Sensor components, previously referred to as sensor modules, are supplied as a family of different lengths for numerous applications in the area of touch and gesture control for various customer segments. The sensor components are based on a generic hardware and software platforms for scalability and easy customer implementations.

Conference Call Information

The Company will host a conference call Thursday November 9, 2017 at 10AM Eastern Standard Time (EST)/4PM Central European Time (CET) featuring remarks by, and Q&A with, Thomas Eriksson, CEO, Lars Lindqvist, CFO and David Brunton, Head of Investor Relations.

The dial-in number for the conference call is toll-free: (877) 539-0733 (U.S. domestic) or +1 (678) 607-2005 (international). To access the call all participants must use the following Conference ID: #99886749. Please make sure to call at least five minutes before the scheduled start time.

To register for the call, and listen online, please click:

http://event.on24.com/wcc/r/1527824-1/F5181805A698ABEA6399660FEBCB7375

For interested individuals unable to join the live event, a digital recording for replay will be available for 30 days after the call’s completion – 11/9/2017 (13:00PM EDT) to 12/9/2017 (23:59PM EDT). To access the recording, please use one of these Dial-In Numbers (800) 585-8367 or (404) 537-3406, and the Conference ID #99886749.

About Neonode

Neonode Inc. (NASDAQ:NEON) develops and licenses optical interactive sensing technologies. Neonode’s patented optical interactive sensing technology is developed for a wide range of devices like automotive systems, printers, PC devices, monitors, mobile phones, tablets and e-readers. NEONODE and the NEONODE Logo are trademarks of Neonode Inc. registered in the United States and other countries. AIRBAR is a trademark of Neonode Inc. All other trademarks are the property of their respective owners.

For more information please visit www.neonode.com

Safe Harbor Statement

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These include, but are not limited to, statements relating to expectations, future performance or future events, and product cost, performance, and functionality matters. These statements are based on current assumptions, expectations and information available to Neonode management and involve a number of known and unknown risks, uncertainties and other factors that may cause Neonode’s actual results, levels of activity, performance or achievements to be materially different from any expressed or implied by these forward-looking statements.

These risks, uncertainties, and factors are discussed under “Risk Factors” and elsewhere in Neonode’s public filings with the U.S. Securities and Exchange Commission from time to time, including Neonode’s Annual report on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K. You are advised to carefully consider these various risks, uncertainties and other factors. Although Neonode management believes that the forward-looking statements contained in this press release are reasonable, it can give no assurance that its expectations will be fulfilled. Forward-looking statements are made as of today’s date, and Neonode undertakes no duty to update or revise them.

Copyright Neonode Inc. 2017. All rights reserved. Neonode is a registered trademark of Neonode Inc.

For more information, please contact:

Investor Relations:

David Brunton

Email: david.brunton@neonode.com

CFO

Lars Lindqvist

E-mail: lars.lindqvist@neonode.com

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NEONODE INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share amounts)

	September 30,			December 31,
	2017			2016
ASSETS	(Unaudited)			(Audited)
Current assets:
Cash	$	6,872		$	3,476
Accounts receivable, net		620			1,548
Projects in process		299			-
Inventory		2,065			696
Prepaid expenses and other current assets		2,208			1,949
Total current assets		12,064			7,669
Investment in joint venture		3			3
Property and equipment, net		3,637			2,031
Total assets	$	15,704		$	9,703
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	759		$	1,286
Accrued payroll and employee benefits		1,085			1,001
Accrued expenses		148			172
Deferred revenues		1,299			1,921
Current portion of capital lease obligations		570			228
Total current liabilities		3,861			4,608
Capital lease obligations, net of current portion		1,840			960
Total liabilities		5,701			5,568
Commitments and contingencies
Stockholders’ equity:
Series B Preferred stock, 54,425 shares authorized with par value $0.001 per share; 83 shares issued and outstanding at September 30, 2017 and December 31, 2016. (In the event of dissolution, each share of Series B Preferred stock has a liquidation preference equal to par value of $0.001 per share over the shares of common stock)		-			-
Common stock, 100,000,000 shares authorized with par value $0.001 per share; 58,594,503 and 48,844,503 shares issued and outstanding at September 30, 2017 and December 31, 2016, respectively		59			49
Additional paid-in capital		192,795			183,667
Accumulated other comprehensive income (loss)		34			(171	)
Accumulated deficit		(182,026	)		(179,040	)
Total Neonode Inc. stockholders’ equity		10,862			4,505
Noncontrolling interests		(859	)		(370	)
Total stockholders’ equity		10,003			4,135
Total liabilities and stockholders’ equity	$	15,704		$	9,703

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NEONODE INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share amounts)

(Unaudited)

	Three months ended September 30,						Nine months ended September 30,
	2017			2016			2017			2016
Revenues:
License fees	$	2,072		$	1,637		$	6,158		$	6,117
Sensor components		211			-			634			-
Non-recurring engineering		22			2			174			1,228
Total revenues		2,305			1,639			6,966			7,345
Cost of revenues:
Sensor components		151			-			510			-
Non-recurring engineering		-			33			137			1,013
Total cost of revenues		151			33			647			1,013
Total gross margin		2,154			1,606			6,319			6,332
Operating expenses:
Research and development		1,668			2,014			4,283			5,734
Sales and marketing		743			666			2,158			2,151
General and administrative		1,154			1,067			3,365			3,167
Total operating expenses		3,565			3,747			9,806			11,052
Operating loss		(1,411	)		(2,141	)		(3,487	)		(4,720	)
Other expense:
Interest expense		24			17			59			32
Other expense, net		-			49			-			91
Total other expense		24			66			59			123
Loss before provision for income taxes		(1,435	)		(2,207	)		(3,546	)		(4,843	)
(Benefits from) provision for income taxes		(24	)		55			(71	)		234
Net loss including noncontrolling interests		(1,411	)		(2,262	)		(3,475	)		(5,077	)
Less: Net loss attributable to noncontrolling interests		296			100			489			217
Net loss attributable to Neonode Inc.	$	(1,115	)	$	(2,162	)	$	(2,986	)	$	(4,860	)
Loss per common share:
Basic and diluted loss per share	$	(0.02	)	$	(0.05	)	$	(0.06	)	$	(0.11	)
Basic and diluted – weighted average number of common shares outstanding		55,166			46,252			50,959			44,627

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NEONODE INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(In thousands)

(Unaudited)

	Three months ended September 30,						Nine months ended September 30,
	2017			2016			2017			2016
Net loss	$	(1,411	)	$	(2,262	)	$	(3,475	)	$	(5,077	)
Other comprehensive income (loss):
Foreign currency translation adjustments		83			(36	)		205			(102	)
Comprehensive loss		(1,328	)		(2,298	)		(3,270	)		(5,179	)
Less: Comprehensive loss attributable to noncontrolling interests		296			100			489			217
Comprehensive loss attributable to Neonode Inc.	$	(1,032	)	$	(2,198	)	$	(2,781	)	$	(4,962	)

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NEONODE INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

	Nine months ended September 30,
	2017			2016
Cash flows from operating activities:
Net loss (including noncontrolling interests)	$	(3,475	)	$	(5,077	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation expense		56			224
Loss on disposal of property and equipment		-			91
Depreciation and amortization		672			206
Changes in operating assets and liabilities:
Accounts receivable		933			1,066
Projects in process		(299	)		95
Inventory		(1,222	)		(940	)
Prepaid expenses and other current assets		(52	)		(438	)
Accounts payable and accrued expenses		(675	)		319
Deferred revenues		(629	)		737
Net cash used in operating activities		(4,691	)		(3,717	)
Cash flows from investing activities:
Purchase of property and equipment		(643	)		(851	)
Investment in joint venture		-			(3	)
Proceeds from sale of property and equipment		-			5
Net cash used in investing activities		(643	)		(849	)
Cash flows from financing activities:
Proceeds from issuance of common stock and warrants, net of offering costs		9,082			7,911
Proceeds from note payable		1,713			-
Payments on note payable		(1,713	)		-
Principal payments on capital lease obligations		(301	)		(57	)
Net cash provided by financing activities		8,781			7,854
Effect of exchange rate changes on cash		(51	)		(92	)
Net increase in cash		3,396			3,196
Cash at beginning of period		3,476			3,082
Cash at end of period	$	6,872		$	6,278
Supplemental disclosure of cash flow information:
Cash paid for income taxes	$	15		$	179
Cash paid for interest	$	59		$	15
Supplemental disclosure of non-cash investing and financing activities
Purchase of equipment with capital lease obligations	$	1,287		$	1,022

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