UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported):
(Exact name of issuer of securities held pursuant to the plan)
Commission
File Number
| (State
or other jurisdiction of incorporation) |
(I.R.S.
Employer Identification No.) |
(Address of Principal Executive Office, including Zip Code)
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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| The |
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. ☐
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 5, 2025, Cecilia Edström notified Neonode Inc. (the “Company”) of her intention to resign as a Class I director of the Company for personal reasons, effective April 10, 2025. Ms. Edström’s resignation is not related to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
On April 9, 2025, the board of directors of the Company (the “Board”) elected Didier Schreiber a Class I director to replace Ms. Edström, effective April 10, 2025, upon Ms. Edström’s resignation. The Board also resolved to appoint Peter Kruk as the chair of the Compensation, Nominating and Governance Committee, effective upon Ms. Edström’s resignation.
In accordance with the Company’s current Non-Employee Director Compensation Policy (the “Policy”), Mr. Schreiber will receive cash compensation of $25,000 per year for his service on the Board.
There is no arrangement or understanding between Mr. Schreiber and any other persons pursuant to which he was elected as a director. In addition, he is not a party to any transaction, or series of transactions, required to be disclosed pursuant to Item 404(a) of Regulation S-K. There are no family relationships between Mr. Schreiber and any of the Company’s other directors or executive officers.
Item 8.01. Other Events
On April 10, 2025, the Company issued a press release announcing the appointment of Didier Schreiber as a new Class I Director. A copy of the press release is attached as Exhibit 99.1 hereto.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Press Release of the Company dated April 10, 2025 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
1
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: April 10, 2025 | NEONODE INC. | |
| By: | /s/ Fredrik Nihlén | |
| Name: | Fredrik Nihlén | |
| Title: | Chief Financial Officer | |
2