Current Report Filing (8-k)
June 22 2020 - 4:29PM
Edgar (US Regulatory)
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): June 17, 2020
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.
☐
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
|
|
Item 1.01.
|
Entry into
a Material Definitive Agreement.
|
On June 17, 2020, Neonode
Technologies AB (the “Borrower”), a corporation organized in Sweden and a wholly-owned subsidiary of the registrant
Neonode Inc. (“Neonode”), entered into short-term loan facilities (the “Loan Agreements”) with UMR Invest
AB and Cidro Holding AB (each, a “Lender”). UMR Invest AB is an affiliate of Ulf Rosberg and Cidro Holding AB is an
affiliate of Peter Lindell. Mr. Rosberg and Mr. Lindell are directors of Neonode and each is a beneficial owner of approximately
18% of Neonode common stock.
Pursuant to the Loan Agreements,
each Lender made 16,145,000 SEK (Swedish Krona), which is approximately $1.7 million in U.S. Dollars, principal amount available
to the Borrower. Any drawdown of the aggregate available 32,290,000 SEK, which is approximately $3.4 million, is to be used by
Neonode for working capital to continue operations and to repay liabilities in the ordinary course of business. Subsequent to entering
into the Loan Agreements, the Borrower made an initial drawdown of an aggregate of approximately $1.0 million.
Each of the Loan Agreements
provides for a credit fee of 0.75% per annum, calculated on a daily basis from the date of the Loan Agreement, and any outstanding
amount incurs interest at a fixed rate of 3.25% per annum, calculated on a daily basis from the drawdown date.
Drawdowns
under the Loan Agreements will be unavailable upon the earlier to occur of the execution of capital raise by Neonode or December
31, 2020. If Neonode carries out a capital raise before December 31, 2020, any outstanding amount under the Loan Agreements, including
any credit fee and interest, becomes payable as soon as practicably possible after such capital raise. If a capital raise does
not occur by December 31, 2020, or if the funds from the capital raise are insufficient to repay the full outstanding amount under
the Loan Agreements, then the outstanding amount under the Loan Agreements, including any credit fee and interest, is due and
payable on February 28, 2021.
Any
drawdown and repayment shall be in equal amounts between each of the Loan Agreements.
The
Loan Agreements are subject to other customary provisions and are governed by Swedish law.
The
Loan Agreements do not provide for any conversion into Neonode common stock and are not secured by any collateral of the Borrower
or Neonode.
The
disinterested directors of Neonode approved entering into the Loan Agreements.
A
copy of each of the Loan Agreements is filed as Exhibit 10.1 and Exhibit 10.2 hereto, and are incorporated herein by reference
herein. The foregoing summaries of the Loan Agreements are qualified in their entirety by reference to each such document.
Any
securities that may be offered by Neonode in a future capital raise have not been registered under the U.S. Securities Act
of 1933, as amended, and may not be offered or sold in the U.S. absent registration or an applicable exemption from registration
requirements.
|
Item 2.03.
|
Creation of
a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
|
(d)
Short-term Debt Obligation
See
the disclosure above under Item 1.01, which is incorporated herein by reference.
|
Item
9.01.
|
Financial
Statements and Exhibits.
|
(d)
Exhibits
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/
Maria Ek
|
|
Name:
|
Maria Ek
|
|
Title:
|
Chief Financial
Officer
|
Date:
June 22, 2020
2
Neonode (NASDAQ:NEON)
Historical Stock Chart
From Apr 2024 to May 2024
Neonode (NASDAQ:NEON)
Historical Stock Chart
From May 2023 to May 2024