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): December 30, 2008
NEONODE
INC.
(Exact
name of issuer of securities held pursuant to the plan)
Commission
File Number 0-8419
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Delaware
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94-1517641
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(State
or other jurisdiction
of
incorporation)
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(I.R.S.
Employer
Identification
No.)
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4000
Executive Parkway, Suite 200, San Ramon, CA 94583
(Address
of principal executive offices, including Zip Code)
Registrant’s
telephone number, including area code:
(925)
355-7700
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):
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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TABLE
OF CONTENTS
Item
3.01 Notice
of Delisting or Failure to Satisfy a Continued Listing Rule or Standard;
Transfer of Listing
Item
9.01 Financial
Statements and Exhibits
Signatures
Exhibit
Index
Ex-99.1
Press Release
Item 3.01.
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard;
Transfer of Listing
On December 30, 2008, Neonode Inc. (the
“Company”) was notified by the staff of the Nasdaq Stock Market that the Nasdaq
Hearings Panel (the “Panel”) has determined to delist the shares of the Company
from the Nasdaq Stock Market and to suspend trading effective at the open of
trading on Friday, January 2, 2009.
The Panel
determined that the Company failed to regain compliance with the Nasdaq
continued listing standards by December 29, 2008, and that the Panel did not
have the authority under the Nasdaq Marketplace Rules to continue the Company’s
listing. Specifically, the Panel determined that as of December 29,
2008 the Company did not comply with Marketplace Rule 4310(c)(3), which requires
a minimum stockholders’ equity of $2,500,000.
The
Company intends to appeal this decision to the Nasdaq Listing and Hearing Review
council because, as of the date of this Report, the Company has regained
compliance with the stockholders’ equity requirement. In parallel,
the Company is in the process of transferring the quotation of its common stock
to the OTC Bulletin Board (the "OTCBB"). The Company is in the
process of working with one of its market makers to file a Form 211 with the
Financial Industry Regulatory Authority ("FINRA") to seek clearance to quote the
Company's common stock on the OTCBB.
On January 5, 2009, the Company issued
a press release stating that the Company’s common stock has begun to trade
over-the-counter on the Pink Sheets as of January 2, 2009. A copy of
this press release is attached hereto as Exhibit 99.1 to this Form
8-K.
Item 9.01.
Financial Statements and Exhibits.
(d)
Exhibits
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Exhibit
No.
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Description of Exhibit
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99.1
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Press
release issued on January 5,
2009.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Company 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/ David
W. Brunton |
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Name:
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David
W. Brunton |
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Title: |
Chief
Financial Officer |
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