Item 5.02 above. At the time of Mr. Ihrfelt’s resignation,
Neonode’s audit committee consisted of three members.
Marketplace
Rule 4350(d)(2)(A) requires each Nasdaq issuer to have at least three
independent members on its audit committee (as defined by Nasdaq Rules
4200(a)(15) and Rule 10A-3(b)(1) under the Securities Exchange Act of 1934,
as
amended). As such, since the time of Mr. Ihrfelt’s resignation, Neonode has not
been in compliance with Marketplace Rule 4350(d)(2)(A) because Neonode only
has
two of the three required independent audit committee members.
Under
Marketplace Rule 4350(d)(4)(B), the Company has until the earlier of its
next
annual meeting (or if such meeting is held before September 29, 2008, then
by
September 29, 2008) to cure such non-compliance.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
| NEONODE INC. | ||
| Date: April 2, 2008 | /s/ David W. Brunton | |
| David W. Brunton | ||
| Chief Financial Officer, Vice President, Finance and Secretary | ||
| (Principal Financial and Accounting Officer) | ||