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): March 30, 2021

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.)

Karlavägen 100, 115 26 Stockholm, Sweden

(Address of Principal Executive Office, including Zip Code)

+46 (0) 8 667 17 17

Registrant’s telephone number, including area code:

Storgatan 23C, 114 55 Stockholm, Sweden

(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
Common Stock, par value $0.001 per share	NEON	The Nasdaq Stock Market LLC

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 March 30, 2021, the board of directors of Neonode, Inc. (the “Company”) approved the appointment of Fredrik Nihlén as Chief Financial Officer of the Company, to become effective on or about August 2, 2021, following a notice period to Mr. Nihlén’s current employer (the “Effective Time”).

Mr. Nihlén, age 38, has served as Finance Director IFS Nordics at IFS Sverige AB (“IFS”) since November 2019. Prior to joining IFS, Mr. Nihlén held the position of Group Chief Financial Officer at Cinnober Financial Technology AB from September 2018 to October 2019. Before this Mr. Nihlén served as Head of Finance at DIBS Payment Services (“DIBS”) from 2016 to 2018 and Business Controller at DIBS from 2013 to 2016.

The Company entered into an employment agreement with Mr. Nihlén on March 30, 2021, which will become effective at the Effective Time and no later than September 29, 2021. Under the terms of the employment agreement, Mr. Nihlén will be entitled to receive a monthly salary of SEK 120,000 (approximately US$13,714), to be reviewed on an annual basis, and will be eligible to participate in the Company’s short- and long-term incentive program for key persons and in the Company’s standard pension, healthcare, and benefits programs on the same terms as all other employees. Either party to the employment agreement may terminate the agreement with six months’ notice to the other party. The terms of the employment agreement with Mr. Nihlén contain other customary provisions.

A copy of the Company’s press release announcing Mr. Nihlén’s appointment as Chief Financial Officer is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
10.1	Employment Agreement, dated March 30, 2021, by and between Neonode Technologies AB and Fredrik Nihlén
99.1	Press Release dated March 31, 2021

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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: March 31, 2021	NEONODE INC.
	By:	/s/ Maria Ek
	Name:	Maria Ek
	Title:	Chief Financial Officer

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EX-10.1

Exhibit 10.1 

 

employment agreement

This employment agreement (the “Employment Agreement”) is entered into on this day between Neonode Technologies AB, Karlavägen 100, 115 26 Stockholm, corporate reg. no. 556771-2095 (“Neonode”); and Fredrik Nihlén, personal identity number: XXXXXX-XXXX, address XXX (the “Employee”).

1 employment, Term and position

1.1 The Employee is hereby employed as Chief Financial Officer (the “Position”). The Position is reporting to the company Chief Executive Officer.

1.2 The employment shall commence as soon as possible and latest on September 29, 2021. The actual commencement date will be agreed separately between parties. The agreement is a full time (40 hours per week) permanent agreement. The employment shall last until further notice.

1.3 As from the to-be-agreed commencement date, the Employee’s employment is governed by the terms and conditions of this Employment Agreement between the parties. This Employment Agreement overrules and supersedes all previous agreements between the parties.

1.4 The Employee’s place of work is the Stockholm office or at such other locations to be decided from time to time. The Employee is expected to be prepared to travel within as well as outside Sweden as a part of the employee duties. No further reimbursement is paid for the performance of the duties in addition to what is set out in this Employment Agreement.

2 duties and responsibilities

2.1 The Employee’s main duties as Chief Financial Officer include, but are not limited to, the following:

- Leadership and development of Neonode’s finance function to drive profitable growth and to drive efficiency and effectiveness in the finance and treasury processes as well as in the company as a whole.

- Responsibility for Neonode’s financial management and reporting, including cash management, insurances, taxes, funding, pricing, control of credit and treasury management as well as accounting topics related to controlling, audit, and tax planning.

- Responsibility for Neonode’s capital market communication and investor, authority, auditor and bank relations.

- Responsibility for coordinating and drawing up budgets, producing precise forecasts, and developing company’s annual planning cycle including the planning of information flow and ensuring that required information is stored in information systems.

- Responsibility for company governance/controls/risk position and policies, as well as legal compliance including assuring that all financial reporting meets legal standards and internal process and excellence standards.

2.2 The Employee shall during the employment diligently and faithfully perform such duties and responsibilities and exercise such powers as may from time to time be assigned to the Employee. The Employee is obligated to perform the Employee’s obligations in accordance with the instructions, from time to time, issued by the management of Neonode.

2.3 For the purpose of this Employment Agreement, a company is considered to be an “affiliated company” if it is a legal entity that either directly or indirectly controls, or is controlled by, Neonode.

3 Loyalty

This Employment Agreement is based on the mutual loyalty and trust between the parties. The Employee shall in all situations safeguard and promote Neonode’s and its affiliated companies’ interests as well as devote the entire Employee’s working hours to Neonode. Without the prior written approval of the Chief Executive Officer, the Employee may not engage, either directly or indirectly, in any other professional or commercial business, regardless of whether said business activity competes with Neonode’s business or not. The foregoing shall not, however, prevent the Employee from owning or investing in financial instruments listed on a Swedish or foreign stock exchange.

4 REmuneration and other benefits

4.1 The Employee is entitled to a gross monthly salary amounting to SEK 120,000 per month. The salary is paid in accordance with Neonode’s prevalent payment routines. The gross monthly salary will be reviewed on an annual basis. Neonode is under no obligation to award an increased salary following a salary review. There shall be no review of the salary after notice has been given by either party to terminate the employment.

4.2 The parties acknowledge that the Position may require overtime work in relation to which no additional compensation will be paid. Overtime work has been taken into consideration, inter alia, when determining the salary level and other benefits according to this Employment Agreement.

4.3 In addition to the salary set out in Clause 4.1 above, the Employee is entitled to participate in Neonode’s from time-to-time applicable short- and long-term incentive programs for the executive management. The terms and conditions for these programs are at the sole discretion of the Chief Executive Officer and the Board of Directors of Neonode.

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4.4 The Employee is entitled to preventive health care allowance (Sw. friskvårdsbidrag) in accordance with Neonode’s from time-to-time applicable health care allowance policy. The Employee is not, in addition to what is stipulated in this Employment Agreement, entitled to any additional remuneration for the Employee’s duties.

5 Pension and Insurance

5.1 The Employee is entitled to pension and insurance benefits in accordance with Neonode´s policy as applicable from time to time as described in the company Pension and Benefit policy.

5.2 In addition to Clause 5.1 above, Neonode undertakes to supply occupational group life insurance (Sw. Tjänstegrupplivförsäkring), industrial (occupational) injury insurance (Sw. Trygghets-försäkring vid arbetsskada) and work travel insurance.

6 holiday

The Employee is entitled to thirty (30) days of paid holiday per annum. Holiday shall be taken after agreement with the Chief Executive Officer and in accordance with Neonode’s policies applicable from time to time. The calculation of holiday pay is made in accordance with the provisions under the Swedish Annual Leave Act (Sw. Semesterlagen (1977:480)). The Employee is entitled to holiday in advance (Sw. förskottssemster). Neonode is entitled to offset holiday pay made in advance against salary and accrued holiday pay at the termination of employment in accordance with the Swedish Annual Leave Act.

7 sick pay

In the event of sickness, the Employee shall be entitled to sick pay in accordance with Swedish statutory requirements.

8 Expenses

The Employee shall, upon submission of appropriate receipts, receive reimbursement for reasonable and pre-approved out-of-pocket business expenses properly incurred by the Employee in connection with the Employee’s duties. Neonode will also reimburse the Employee for any reasonable business travel expenses which the Employee incurs in connection with the Employee’s duties, subject to and in accordance with the from time-to-time applicable business travel policy (or equivalent), or, where applicable, in accordance with a specific agreement to be agreed upon by Neonode and the Employee. Reimbursement is subject to the Employee providing Neonode with appropriate receipts and/or invoices.

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9 Personal Data and IT Security

9.1 The Employee confirms that Neonode has informed the Employee of the principles governing Neonode’s processing employees’ personal data in accordance with the Personal Data Act (EU 2016/679, GDPR) and that the Employee has given consent thereto.

9.2 The Employee undertakes to comply with Neonode’s, and its affiliated companies’, from time-to-time applicable policies regarding the use of Neonode’s (and its affiliated companies’) computers, e-mail system, Internet services and software programs. The Employee is aware that Neonode has full access to all files, e-mail correspondence and document handling systems as well as full access to all Internet usage which is stored in the Neonode’s IT system.

10 Intellectual Property RIghts

10.1 Without any additional compensation, Neonode is the sole owner of all rights (and has the exclusive right of disposition to all rights), including but not limited to all intellectual property rights, to any results and material made, designed or produced by the Employee within the frame of the Employee’s employment. Accordingly, Neonode is entitled to modify and/or further develop any results, material or intellectual property rights as well as to transfer or license the rights to such results, material or intellectual property rights to third parties.

10.2 The Employee is obliged to and agrees to support and procure that Neonode, at any time during the employment or after its expiration, can fully profit from the rights relating to Clause 10.1 above. Accordingly, the Employee is, inter alia, obliged to prepare any documentation which Neonode, at its sole discretion, deems necessary or desirable in order to protect, register and/or maintain Neonode’s rights according to Clause 10.1 above, including but not limited, where necessary, to transfer (without the right to any additional compensation) any such rights to Neonode.

11 Termination

11.1 The employment may be terminated by either party giving the other not less than six (6) months’ notice.

11.2 The Employee acknowledges that the Employee’s obligations according to Clause 12 (Confidentiality) will continue to remain in force after the expiration of this Employment Agreement, regardless of the reasons for the expiration.

11.3 Upon termination of the employment or at any earlier point in time when the Employee leaves the Employee’s position, the Employee shall return any business material, reports, documents and other property (e.g. computer programs and software), including copies thereof (stored electronically or otherwise), which have been entrusted to the Employee or which have come into the Employee’s possession in connection with the employment. Such material is always Neonode’s property.

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12 Confidentiality

12.1 The Employee may not make use of, transfer or otherwise disclose to a third party, neither during the employment nor after its expiration, such information regarding Neonode or its affiliated companies or regarding Neonode’s or its affiliated companies’ businesses, that Neonode wishes to remain confidential.

12.2 For the purpose of this Clause 12, “information” is considered to be all information, including but not limited to information regarding products, materials, pricing, market and sales strategies, management and Neonode’s (or its affiliated companies’) customers and clients, regardless of whether the information is of technical, of commercial or of any other nature, and regardless of whether the information is documented in writing or otherwise.

12.3 The prohibition in Clause 12.1 shall not, however, apply where:

(a) it is required by this Employment Agreement, by law or mandatory regulations that the information is disclosed, or

(b) the parties have agreed in writing that the information could be disclosed to a third party, or

(c) the information is publicly known and has come to public knowledge in any way other than by breach of the confidentiality undertakings in Clause 12.1 or any other breach of this Employment Agreement.

12.4 The parties agree that Section 7, paragraph 1 of the Act on Protection of Trade Secrets (1990:409) (Sw. lagen om skydd för företagshemligheter) shall apply also after the expiration of the employment regardless of whether any particular reasons (Sw. synnerliga skäl) apply or not. The limitations stipulated in Section 7 paragraph 2 of the Act on the Protection of Trade Secrets (1990:409) shall thus not apply to the Employee in relation to Neonode’s (or its affiliated companies’) trade secrets.

13 Post-termination restrictions

13.1 In order to protect the confidential information of Neonode or of any affiliated company referred to above under Clause 12 to which the Employee has access as a result of the employment, the Employee covenants that the Employee shall neither directly or indirectly, without the prior written consent from the Chief Executive Officer or the Board of Directors of Neonode, for a period of twelve months following the expiration of the employment:

(a) actively solicit the services of or entice away from Neonode or from any of its affiliated companies or engage, whether on his own behalf or on behalf of others, any person who is or was an executive director or a senior manager of Neonode or of any of its affiliated companies at any time during the twelve-month period immediately preceding the date on which the Employee’s employment with Neonode terminated; nor

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(b) actively solicit the customer of or entice away from Neonode or from any of its affiliated companies the customer or business of any person who is or was a customer of Neonode or of any of its affiliated companies at any time during the twelve-month period immediately preceding the date on which the Employee’s employment with Neonode terminated and with whom the Employee or one of his subordinates dealt with during the said twelve-month period.

13.2 In the event of termination of the employment, the Employee undertakes not to copy or use information regarding Neonode’s operations or otherwise utilise Neonode’s contacts and materials.

14 APPLICABLE LAW AND DISPUTE RESOLUTIOn

This Employment Agreement shall be governed by the substantive laws of Sweden.
 

15 AMENDMENTS AND MODIFICATIONS

This Employment Agreement may not be amended nor modified unless agreed upon in writing and signed by the parties.

This Employment Agreement has been executed in duplicate and the parties have received one copy each.

Place: Täby, Sweden	Place: Täby, Sweden
Date: March 30, 2021	Date: March 30, 2021
Neonode Technologies AB
/s/ Urban Forssell	/s/ Fredrik Nihlén
Urban Forssell	Fredrik Nihlén
Chief Executive Officer

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EX-99.1

Exhiibit 99.1

 

Press Release

For Release, 9:10AM ET March 31, 2021

Appointment of Fredrik Nihlén as Chief Financial Officer at Neonode

STOCKHOLM, SWEDEN, March 31, 2021 — Neonode Inc. (NASDAQ: NEON), today announced the appointment of Fredrik Nihlén as Chief Financial Officer, to become effective on or about August 2, 2021, following a notice period to Mr. Nihlén’s current employer.

Mr. Nihlén joins Neonode from IFS Sverige AB (“IFS”) where he held the position of Finance Director IFS Nordics since 2019. Prior to joining IFS, Mr. Nihlén held the position of Group Chief Financial Officer at Cinnober Financial Technology AB from 2018 to 2019. Before this Mr. Nihlén was with DIBS Payment Services, where he held the position of Head of Finance from 2016 to 2018 and Business Controller from 2013 to 2016.

Mr. Nihlén has a M.Sc. in Business Studies and Economics from Växjö University, Sweden.

Maria Ek will remain in her position as the company’s Chief Financial Officer until Fredrik Nihlén joins later this year.

“We are in a very positive and dynamic phase and see a strong and increasing demand for our contactless touch solutions and other offerings from customers worldwide. The recruitment of Fredrik Nihlén is a testament to our belief in the company’s growth potential and with Mr. Nihlén joining our team we get a person with financial expertise and business acumen that will reinforce our work to develop and grow the company and improve profitability,” said Urban Forssell, Chief Executive Officer.

For more information, please contact:

Investor Relations

David Brunton

E-mail: david.brunton@neonode.com 
Phone: +1 925 768 0620

Chief Executive Officer

Urban Forssell

E-mail: urban.forssell@neonode.com

About Neonode

Neonode Inc. (NASDAQ:NEON) is a publicly traded company, headquartered in Stockholm, Sweden and established in 2001. The company provides advanced optical sensing solutions for contactless touch, touch, gesture control, and in-cabin monitoring. Building on experience acquired during years of advanced R&D and technology licensing, Neonode’s technology is currently deployed in more than 75 million products and the company holds more than 120 patents worldwide. Neonode’s customer base includes some of the world’s best-known Fortune 500 companies in the consumer electronics, office equipment, medical, avionics, and automotive industries.

Neonode operates in three business areas: HMI Solutions, HMI Products and Remote Sensing Solutions. In HMI Solutions, Neonode offers customized touch and gesture control solutions for different markets and segments, including the military & avionics and industrial segments. In HMI Products, the company provides standardized sensor modules for contactless touch, touch and gesture sensing applications relevant to many industries, including the elevator and interactive kiosk segments. In Remote Sensing Solutions, Neonode offers software solutions for driver and in-cabin monitoring in vehicles.

NEONODE and the NEONODE logo are trademarks of Neonode Inc. registered in the United States and other countries.

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. 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 SEC 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 statements are made as of today’s date, and Neonode undertakes no duty to update or revise them.