Current Report Filing (8-k)
09 May 2019 - 12:06AM
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): May 6, 2019
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
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common Stock, par
value $0.001 per share
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NEON
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The Nasdaq Stock
Market LLC
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TABLE
OF CONTENTS
Exhibit
Index
Item 1.01.
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Entry into a
Material Definitive Agreement.
|
On
May 6, 2019, Neonode Inc. (“Neonode”) entered into an Assignment Agreement (the “Agreement”) with Aequitas
Technologies LLC (“Aequitas”) by which Neonode assigned a portfolio of patents to Aequitas. The patents in the portfolio
relate to sweep gestures and touchscreen devices. The portfolio contains two patent families comprising nine U.S. patents, five
non-U.S. patents and three pending U.S. patent applications as listed in the Agreement (the “Patents”).
Pursuant
to the Agreement, Aequitas will plan, manage, and enforce all efforts to license or otherwise monetize the Patents. As part of
the Agreement, Aequitas has granted Neonode a non-exclusive, royalty-free, perpetual license to use the Patents in Neonode’s
products.
In
consideration for assigning the Patents, Neonode shall receive 50% of net proceeds generated by Aequitas as a result of its efforts
to monetize the Patents. The Agreement does not provide for any upfront payment to Neonode.
Neonode
has the right to terminate the Agreement during the 30-day period after one year from its effective date if Aequitas has not met
certain milestones towards monetizing the Patents. In the event of termination, Aequitas shall assign the Patents back to
Neonode.
A
copy of the Agreement is filed as Exhibit 10.1 hereto, and is incorporated herein by reference. The foregoing summary of the Agreement
is qualified in its entirety by reference to such document.
There
is no assurance that Aequitas will be successful in its efforts to monetize the Patents or that Neonode will receive any proceeds
as a result of such efforts.
Item 9.01.
|
Financial Statements
and Exhibits.
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(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.
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NEONODE INC.
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By:
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/s/
Lars Lindqvist
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Name:
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Lars Lindqvist
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Title:
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Chief Financial
Officer
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Date:
May 8, 2019
3
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