Item
3.02 Unregistered Sales of Equity Securities.
Neonode
Inc. (the “Company”) completed a $5,086,091 private placement with accredited
investors through the exercise at a reduced price on May 19, 2008, of existing
warrants, for net proceeds of approximately $4,450,000. Members of Neonode’s
Board of Directors and management contributed approximately $500,000 of the
new
capital. In all, 4,004,796 outstanding warrants were exercised at a strike
price
of $1.27 per warrant (including $375,000 of surrender of debt). In addition,
the
Company issued two new common stock purchase warrants, with an exercise price
of
$1.45, for each outstanding warrant exercised, for a total of 8,009,592 new
warrants. Neonode also extended the maturity date of $2.85 million of
convertible debt that was due on June 30, 2008 until December 31, 2008 by
issuing the note holders 510,293 common stock purchase warrants, with an
exercise price of $1.45. Empire Asset Management Company acted as financial
advisor for the transaction and received 1,201,439 warrants exercisable at
prices ranging from $1.27 to $1.45 per share, and a cash fee. The securities
in
this private placement were sold under Section 4(2) and Regulation D of the
Securities Act of 1933, as amended.
Item
9.01. Financial Statements and Exhibits.
|
Exhibit
Number
|
Description
|
|
|
10.48
|
Form
of Warrant Exercise Subscription Agreement, dated as of May 19,
2008
|
|
|
10.49
|
Form
of Warrant Transfer Agreement, dated as of May 19,
2008.
|
|
|
10.50
|
Form
of New Warrant, pursuant to Warrant Exercise Subscription Agreement
and
Warrant Transfer Agreement, each dated as of May 19,
2008
|
|
|
10.51
|
Amendment
No. 4 to Note Purchase Agreement, dated as of May 19,
2008
|
|
|
10.52
|
Form
of Extension Warrant pursuant to Amendment No. 4 to Note Purchase
Agreement, dated as of May 19, 2008
|
|
|
10.53
|
Financial
Advisor Agreement with Empire Asset Management Company, dated as
of May
12, 2008
|
SIGNATURE
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.
Dated:
May 27, 2008
|
Neonode
Inc.
|
|
|
By:
|
/s/
David Brunton
|
|
David
Brunton
|
|
|
Chief
Financial Officer
|
INDEX
TO EXHIBITS
|
Exhibit
Number
|
Description
|
|
|
10.48
|
Warrant
Exercise Subscription Agreement, dated as of May 19,
2008
|
|
|
10.49
|
Warrant
Transfer Agreement, dated as of May 19, 2008.
|
|
|
10.50
|
Form
of New Warrant, pursuant to Warrant Exercise Subscription Agreement
and
Warrant Transfer Agreement, each dated as of May 19,
2008
|
|
|
10.51
|
Amendment
No. 4 to Note Purchase Agreement, dated as of May 19,
2008
|
|
|
10.52
|
Form
of Extension Warrant pursuant to Amendment No. 4 to Note Purchase
Agreement, dated as of May 19, 2008
|
|
|
10.53
|
Financial
Advisor Agreement with Empire Asset Management Company, dated as
of May
12, 2008
|