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): May 8, 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	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001 per share	NEON	The Nasdaq Stock Market LLC

TABLE OF CONTENTS

Item 2.02	Results of Operations and Financial Condition.	2
Item 9.01	Financial Statements and Exhibits	2
Signatures		3

Exhibit Index

Ex-99.1 Press Release of the Company dated May 8, 2019

1

 

Item 2.02. Results of Operations and Financial Condition.

On May 8, 2019, Neonode Inc. (the “Company”) reported its earnings for the three months ended March 31, 2019. 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 May 8, 2019 Neonode Inc. First Quarter Ended March 31, 2019 Financial Results.

2

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: May 8, 2019

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EX-99.1

Exhibit 99.1

Neonode Reports First Quarter Ended March 31, 2019 Financial Results

STOCKHOLM, SWEDEN – May 8, 2019 – Neonode Inc. (NASDAQ: NEON), the optical interactive sensing technology company, today reported financial results for the three months ended March 31, 2019.

“We are executing on our business plan, and see a growing number of customer design activities for both licensing and module projects. I am happy with the progress we are making and I am confident that we are on the right track to achieve revenue growth and profitability,” said Håkan Persson, CEO of Neonode Inc.

FINANCIAL SUMMARY FIRST QUARTER 2019

● Net sales totaled $2.0 million compared to $2.4 million for the same period last year.

● Net loss totaled $0.6 million compared to a net loss of $0.7 million for the same period last year.

● Loss per share totaled $0.07 compared to a loss per share of $0.12 for the same period last year.

● Net cash used in operating activities totaled $0.5 million compared to $0.6 million for the same period last year.

BUSINESS HIGHLIGHTS DURING THE QUARTER

● Release of zForce CORE 1.5 with strong customer interest.

● Signed agreement with Convergence to sell zForce sensor modules in North America.

BUSINESS HIGHLIGHTS SINCE THE END OF THE QUARTER

● Signed collaboration agreement with FineTek who will serve as a system integrator and future electronic manufacturing partner for Neonode zForce technology.

● Assigned a portfolio of patents to Aequitas Technologies LLC as part of an agreement to share potential proceeds generated from a licensing and monetization program.

● Received purchase order for sensor modules of approximately $0.6 million from industry leading medical device OEM who will use our sensor module in a retrofit touch display system for an X-Ray machine. Delivery expected to begin in June 2019.

1

THE CEO’S COMMENTS

We have reshaped our business, working methodology and processes to become more market and customer focused. Our business plan now targets specific markets and use cases providing a solid customer base and pathway to future growth and profitability. There are no shortcuts or easy fixes in the development of our embedded sensor business, but I am satisfied with the progress we are making.

Our strategy going forward is centered around the following initiatives:

● Capitalize and build on our successful Touch Interaction business by increasing our market position and sales reach. We provide solutions for both high and low volume product implementations through an expanded use case offering. We have an established track record with our touch on display solutions and will use our strong presence to grow our market share.

● Capture growth opportunities for our Mid-Air Interaction and Object Sensing solutions in automotive entry systems. The automotive market is one of the new technology frontiers and represents a significant market opportunity for us to leverage our existing relationships with Tier 1 suppliers and OEMs to gain additional market share.

Our targeted use cases for basic touch, high-image quality display touch, ruggedized display touch and entry systems for automotive systems allow us to capitalize on our competitive advantages in high value markets.

We have a growing number of design activities for both sensor modules and licensing applications with existing and new customers. The latest release of our touch on display license technology has been very well received and is generating opportunities for printers, e-readers and automotive in-vehicle infotainment (IVI) systems. We expect that two of our most important printer customers will increase and expand printer shipments with our technology. We are also in final license negotiations with a new Chinese printer customer for a solution targeting the Chinese market. We are performing an in-depth analysis of the automotive IVI market and are engaging with all relevant OEM and Tier 1 supplier partners for discussions and pre-design activities.

In our module business, we are beginning to receive initial orders for production volumes from our medical device, taximeter and aircraft instrumentation customers. We anticipate that order volumes will expand over time. Our tailgate solution for automotive entry systems has been well received and we expect to be entering into first evaluation projects soon. We are completing relevant testing to meet automotive ISO9001, ISO 16750 and GMW 3175 certification requirements.

Increasing our reach and effectiveness of marketing and sales is a continuous activity. In order to improve our sales presence in the U.S. market we have signed a marketing and sales agreement with Convergence Promotions LLC to coordinate our expanding network of sales representatives in the U.S. We have increased our marketing and trade show activities to support this new sales relationship and to increase awareness of our selected use case offerings. After the quarter ended we entered into a system integrator and manufacturing partner cooperation agreement with Finetek Co. Ltd of Korea supporting both our licensing and module business in Asia and globally. We plan to further grow our presence in Asia by replicating our model with Convergence and are evaluating and negotiating with qualified sales and marketing partners in the region.

In summary, we are executing on our plan and see positive customer response with numerous discussions ongoing and actual shipments happening. This makes me confident that we are on the right track to achieve revenue growth and profitability.

2

FINANCIAL OVERVIEW FOR THE QUARTER

Revenues for the first quarter of 2019 decreased by 15% year over year, mainly due to a $0.3 million decrease in license fees from one printer customer, as a result of their decision to move to an alternative technology platform. Operating expenses continued on a run rate below plan, down by 20%, and net loss decreased by 24% compared to the first quarter 2018. Cash used by operations decreased by 18% year over year, and cash and accounts receivables totaling $7.6 million allows us to continue to execute according to our plan. Our first quarter Form 10Q is available for download from the Investors section of our website at neonode.com.

Financial Overview

	2019			2018			2017			2018			2017
Amounts in USD thousand unless otherwise stated	Q1			Q1			Q1			Full year			Full year
Net sales	$	2,012		$	2,375		$	2,332		$	8,538		$	10,241
Net sales growth %		(15.3	)%		1.8	%		(25.5	)%		(16.6	)%		0.3	%
Gross margin %		95.0	%		98.1	%		95.5	%		89.2	%		77.1	%
Operating profit/loss	$	(668	)	$	(879	)	$	(878	)	$	(3,877	)	$	(5,476	)
Operating margin %		(33.2	)%		(37.0	)%		(37.7	)%		(45.4	)%		(53.5	)%
Net cash used in operating activities	$	(454	)	$	(561	)	$	(104	)	$	(2,859	)	$	(5,581	)
Cash and cash equivalents	$	5,822		$	4,907		$	5,796		$	6,555		$	5,796
Total Assets	$	12,947		$	12,963		$	13,127		$	13,242		$	13,127
Equity ratio		469.0	%		65.3	%		59.9	%		74.0	%		59.9	%

Revenue Distribution by Business Model

	2019		2018		2017		2018		2017
Revenue Distribution By Business Model	Q1		Q1		Q1		Full year		Full year
License fees	$	1,942	$	2,323	$	2,121	$	7,954	$	8,684
Sensor modules		50		52		210		227		814
Non-recurring engineering		20		0		1		357		743

License Fee Revenue Distribution per Market

	2019		2018		2017		2018		2017
License Fee Revenue Distribution Per Market	Q1		Q1		Q1		Full year		Full year
Printers	$	1,283	$	1,570	$	1,124	$	5,490	$	5,330
E-Readers and Tablets		163		234		400		837		1 206
Automotive		496		519		597		1,627		2,148

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PATENTS

On May 6, 2019, Neonode assigned a portfolio of patents to Aequitas Technologies LLC. The portfolio contains two patent families comprising nine US patents, five non-U.S. patents and three pending U.S. patent applications. The assignment provides Neonode the right to share potential proceeds generated from a licensing and monetization program.

ORGANIZATION AND STAFF

Neonode Inc., a Delaware Incorporated Company, with its executive head office in Stockholm, Sweden are organized in four wholly owned subsidiaries located in Sweden, Japan, Korea and Taiwan and with a majority owned subsidiary in Kungsbacka, Sweden. At the end of the first quarter, our company had a workforce of 55 people, including ten consultants compared to a workforce of 53 people at the same date last year. Our workforce primarily is located in Sweden.

FUTURE REPORTING DATES

Q2 Interim Report 2019	August 14, 2019
Q3 Interim Report 2019	November 6, 2019

FOR MORE INFORMATION, PLEASE CONTACT:

Investor Relations

David Brunton

Email: david.brunton@neonode.com 

Chief Financial Officer

Lars Lindqvist

E-mail: lars.lindqvist@neonode.com

ABOUT NEONODE

Neonode Inc. (NASDAQ:NEON) develops, manufactures and sells advanced sensor modules based on our company’s proprietary ZFORCE AIR technology. Neonode ZFORCE AIR Sensor Modules enable touch interaction, mid-air interaction and object sensing and are ideal for integration in a wide range of applications within the automotive, consumer electronics, medical, robotics and other markets. Our company also develops and licenses user interfaces and optical interactive touch solutions based on its patented ZFORCE CORE technology. To date, Neonode’s technology has been deployed in approximately 70 million products, including 4 million cars and 66 million consumer devices.

NEONODE, the NEONODE logo, ZFORCE and ZFORCE AIR are trademarks of Neonode Inc. registered in the United States and other countries. ZFORCE CORE is a trademark of Neonode Inc.

For further information please visit www.neonode.com

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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, business plan and strategy, revenue guidance for 2019 from license fees and module sales, proceed from patent licensing, revenue from patent monetization, customer shipments and orders, 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 are made as today’s date, and Neonode undertakes no duty to update or revise them.

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NEONODE INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share amounts)

	March 31,			December 31,
	2019			2018
	(Unaudited)			(Audited)
ASSETS
Current assets:
Cash	$	5,822		$	6,555
Accounts receivable and unbilled revenue, net		1,737			1,830
Projects in process		8			-
Inventory		1,188			1,219
Prepaid expenses and other current assets		946			890
Total current assets		9,701			10,494
Investment in joint venture		3			3
Property and equipment, net		2,196			2,484
Operating lease - right-of-use assets		798			-
Other assets		249			261
Total assets	$	12,947		$	13,242
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	547		$	501
Accrued payroll and employee benefits		943			902
Accrued expenses		126			265
Deferred revenues		104			75
Current portion of finance lease obligations		546			570
Current portion of operating lease obligations		455
Total current liabilities		2,721			2,313
Finance lease obligations, net of current portion		944			1,133
Operating lease obligations, net of current portion		351
Total liabilities		4,016			3,446
Commitments and contingencies
Stockholders’ equity:
Series B Preferred stock, 54,425 shares authorized with par value $0.001 per share; 82 shares issued and outstanding at March 31, 2019 and December 31, 2018. (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, 10,000,000 shares authorized with par value $0.001 per share; 8,800,313 shares issued and outstanding at March 31, 2019 and December 31, 2018, respectively		9			9
Additional paid-in capital		197,507			197,507
Accumulated other comprehensive loss		(637	)		(456	)
Accumulated deficit		(185,795	)		(185,222	)
Total Neonode Inc. stockholders’ equity		11,084			11,838
Noncontrolling interests		(2,153	)		(2,042	)
Total stockholders’ equity		8,931			9,796
Total liabilities and stockholders’ equity	$	12,947		$	13,242

6

NEONODE INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share amounts)

(Unaudited)

	Three months ended March 31,
	2019			2018
Revenue:
License fees	$	1,942		$	2,323
Sensor modules		50			52
Non-recurring engineering		20			-
Total revenues		2,012			2,375
Cost of revenues:
Sensor modules		(16	)		45
Non-recurring engineering		117			1
Total cost of revenues		101			46
Total gross margin		1,911			2,329
Operating expenses:
Research and development		1,259			1,518
Sales and marketing		449			556
General and administrative		871			1,134
Total operating expenses		2,579			3,208
Operating loss		(668	)		(879	)
Other expense:
Interest expense		10			14
Total other expense, net		10			14
Loss before provision for income taxes		(678	)		(893	)
Provision for income taxes		6			7
Net loss including noncontrolling interests		(684	)		(900	)
Less: Net loss attributable to noncontrolling interests		111			207
Net loss attributable to Neonode Inc.	$	(573	)	$	(693	)
Loss per common share:
Basic and diluted loss per share	$	(0.07	)	$	(0.12	)
Basic and diluted – weighted average number of common shares outstanding		8,800			5,860

7

NEONODE INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(In thousands)

(Unaudited)

	Three months ended March 31,
	2019			2018
Net loss	$	(684	)	$	(900	)
Other comprehensive loss:
Foreign currency translation adjustments		(181	)		(94	)
Comprehensive loss		(865	)		(994	)
Less: Comprehensive loss attributable to noncontrolling interests		111			207
Comprehensive loss attributable to Neonode Inc.	$	(754	)	$	(787	)

8

NEONODE INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(In thousands)

For the Quarter to Date periods ended March 31, 2018 through March 31, 2019 

	Series B Preferred Stock Shares Issued		Series B Preferred Stock Amount		Common Stock Shares Issued		Common Stock Amount		Additional Paid-in Capital		Accumulated Other Comprehensive Income (Loss)			Accumulated Deficit			Total Neonode Inc. Stockholders’ Equity			Noncontrolling Interests			Total Stockholders’ Equity
Balances, January 1, 2018		83	$	-		5,859	$	6	$	192,861	$	(99	)	$	(183,745	)	$	9,023		$	(1,160	)	$	7,863
Adjustment related to adoption of ASC 606 revenue recognition		-		-		-		-		-		-			1,583			1,583			-			1,583
Stock option and warrant compensation expense to employees and directors		-		-		-		-		2		-			-			2			-			2
Foreign currency translation adjustment		-		-		-		-		-		(94	)		-			(94	)		-			(94	)
Net loss		-		-		-		-		-		-			(693	)		(693	)		(207	)		(900	)
Balances, March 31, 2018		83	$	-		5,859	$	6	$	192,873	$	(193	)	$	(182,855	)	$	9,831		$	(1,367	)	$	8,464
Stock option and warrant compensation expense to employees and directors		-		-		-		-		18		-			-			18			-			18
Foreign currency translation adjustment		-		-		-		-		-		(336	)		-			(336	)		-			(336	)
Net loss		-		-		-		-		-		-			(964	)		(964	)		(211	)		(1,175	)
Balances, June 30, 2018		83	$	-		5,859	$	6	$	192,891	$	(529	)	$	(183,819	)	$	8,549		$	(1,578	)	$	6,971

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	Series B Preferred Stock Shares Issued			Series B Preferred Stock Amount		Common Stock Shares Issued		Common Stock Amount		Additional Paid-in Capital		Accumulated Other Comprehensive Income (Loss)			Accumulated Deficit			Total Neonode Inc. Stockholders’ Equity			Noncontrolling Interests			Total Stockholders’ Equity
Foreign currency translation adjustment		-			-		-		-		-		13			-			13			-			13
Net loss		-			-		-		-		-		-			(810	)		(810	)		(142	)		(952	)
Balances, September 30, 2018		83		$	-		5,859	$	6	$	192,891	$	(516	)	$	(184,629	)	$	7,752		$	(1,720	)	$	6,032
Conversion of series B Preferred Stock to common stock		(1	)		-		-		-		-		-			-			-			-			-
Proceeds from sale of common stock, net of offering expenses		-			-		2,941		3		4,616		-			-			4,619			-			4,619
Foreign currency translation adjustment		-			-		-		-		-		60			-			60			-			60
Net loss		-			-		-		-		-		-			(593	)		(593	)		(322	)		(915	)
Balances, December 31, 2018		82		$	-		8,800	$	9	$	197,507	$	(456	)	$	(185,222	)	$	11,838		$	(2,042	)	$	9,796
Foreign currency translation adjustment		-			-		-		-		-		(181	)		-			(181	)		-			(181	)
Net loss		-			-		-		-		-		-			(573	)		(573	)		(111	)		(684	)
Balances, March 31, 2019		82		$	-		8,800	$	9	$	197,507	$	(637	)	$	(185,795	)	$	11,084		$	(2,153	)	$	8,931

10

NEONODE INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

	Three months ended March 31,
	2019			2018
Cash flows from operating activities:
Net loss (including noncontrolling interests)	$	(684	)	$	(900	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation expense		-			12
Depreciation and amortization		222			278
Amortization of operating lease right-of-use assets		120			-
Changes in operating assets and liabilities:
Accounts receivable and unbilled revenue, net		90			224
Projects in process		(8	)		(34	)
Inventory		(63	)		(114	)
Prepaid expenses and other current assets		(72	)		163
Accounts payable and accrued expenses		16			122
Deferred revenues		30			(312	)
Operating lease obligations		(111	)		-
Net cash used in operating activities		(460	)		(561	)
Cash flows from investing activities:
Purchase of property and equipment		(47	)		(133	)
Net cash used in investing activities		(47	)		(133	)
Cash flows from financing activities:
Principal payments on finance lease obligations		(137	)		(143	)
Net cash used in financing activities		(137	)		(143	)
Effect of exchange rate changes on cash		(89	)		(52	)
Net decrease in cash		(733	)		(889	)
Cash at beginning of period		6,555			5,796
Cash at end of period	$	5,822		$	4,907
Supplemental disclosure of cash flow information:
Cash paid for income taxes	$	6		$	7
Cash paid for interest	$	10		$	14

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