UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check one): |_| Form 10-K |_| Form 20-F |_| Form 11-K |X| Form 10-Q
|_| Form 10-D |_| Form N-SAR |_| Form N-CSR
For Period Ended: September 30, 2008
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|_| Transition Report on Form 10-K
|_| Transition Report on Form 20-F
|_| Transition Report on Form 11-K
|_| Transition Report on Form 10-Q
|_| Transition Report on Form N-SAR
For the Transition Period Ended: ______________
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Read Instruction (on back page) Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that
the Commission has verified any information contained herein.
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If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates: _________________________________
________________________________________________________________________________
PART I -- REGISTRANT INFORMATION
Neonode Inc.
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Full Name of Registrant
SBE, Inc.
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Former Name if Applicable
Warfvingesvag 45, 112 51
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Address of Principal Executive Office (Street and Number)
Stockholm, Sweden
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City, State and Zip Code
PART II -- RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
(a) The reason described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or
expense
(b) The subject annual report, semi-annual report, transition
report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form
N-CSR, or portion thereof, will be filed on or before the
|X| fifteenth calendar day following the prescribed due date; or
the subject quarterly report or transition report on Form 10-Q
or subject distribution report on Form 10-D, or portion
thereof, will be filed on or before the fifth calendar day
following the prescribed due date; and
(c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
PART III -- NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR,
N-CSR, or the transition report or portion thereof, could not be filed within
the prescribed time period.
Certain financial and other information necessary for an accurate and full
completion of the Form 10-Q could not be provided within the prescribed time
period without unreasonable effort or expense.
(Attach extra Sheets if Needed)
PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
David Brunton (925) 355-7700
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company
Act of 1940 during the preceding 12 months or for such shorter period that
the registrant was required to file such report(s) been filed ? If answer
is no, identify report(s). |X| Yes |_| No
(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected
by the earnings statements to be included in the subject report or portion
thereof? |X| Yes |_| No
If so: attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a
reasonable estimate of the results cannot be made.
We are not generating sufficient cash from the sale of our products to support
our operations and have been incurring significant losses. During the nine
months ended September 30, 2008, we raised approximately $8.2 million net cash
proceeds though the sale of our securities. Unless we are able to increase our
revenues and decrease expenses substantially in addition to securing additional
sources of financing, we will not have sufficient cash to support our operations
through the end of 2008. We are currently evaluating different financing
alternatives including but not limited to selling shares of our common or
preferred stock or issuing notes that may be converted in shares of our common
stock which could result in the issuance of additional shares. We are also
proposing to convert our convertible debt and a majority of our accounts payable
to shares of our common or preferred stock which would result in the issuance of
additional shares.
Our unrestricted cash balance on September 30, 2008 totals $55,000. On October
22, 2008, Our Swedish subsidiary, Neonode AB, filed for company reorganization
in compliance with the Swedish reorganization act (1996:764). Mr. Anders W.
Bengtsson of the Stockholm based law firm Nova was appointed to administrate the
process. Under Swedish law, the reorganization process provides an initial
period of three months to allow us to restructure and recapitalize our
subsidiary, Neonode AB, in an orderly fashion. Should it be deemed necessary we
can file for an extension period of additional three months to complete the
reorganization. In accordance with 16 ss. of the Swedish act of reorganization,
a Neonode AB creditors' meeting was held at the district court of Stockholm,
Sweden November 11, 2008. At that meeting the creditors of Neonode AB were
offered a settlement proposal to convert the amounts owed by Neonode AB to
shares of common stock of Neonode Inc. The creditors present at the meeting
agreed to allow Neonode AB until January 22, 2009 to get all the creditors to
accept the proposed settlement agreement.
We will not be able to continue operations through the end of December 2008,
unless we are able to convert Neonode AB's accounts payable to equity and raise
at least $2.5 million through the sale of Neonode Inc. equity or debt financial
instruments. If the creditors of Neonode AB do not accept the proposed
settlement agreement, Neonode AB may be forced to enter bankruptcy liquidation
proceedings as defined under the bankruptcy laws of Sweden. If that occurs, all
the Neonode AB intellectual property and proprietary assets will be transferred
to Neonode Inc. under an intercompany borrowing asset pledge agreement between
Neonode Inc and Neonode AB. If Neonode AB is forced to liquidate under
bankruptcy, Neonode Inc. would continue to operate as a technology licensing
company if Neonode Inc. is successful in raising at least $2.5 million through
the sale of Neonode Inc. equity or debt financial instruments.
We began shipping the N2 to our first customers in July 2007 but have faced
extreme difficulty in finding a viable market for our mobile phones. We faced
some technology issues in early 2008 but corrected those issues by May 2008. We
have lacked the requisite marketing and co-marketing dollars to enter the
mainstream mobile phone handset markets. We have been able to sell a modest
number of N2's though our Web store but we have been unable to find a large
customer willing to take a significant quantity of the N2's. In December 2007,
we shipped approximately 8,500 mobile phones to our customer in India and
subsequently cancelled the sales contract and took possession the phones after
our customer was unable to make the necessary payments to us. We have not been
able to find a replacement customer in India or elsewhere for the 8,500 phones
previously shipped. We have no sales backlog for the N2 and have no pending
orders. To date, through our manufacturing partner in Malaysia, we have
manufactured a total of approximately 50,000 N2 mobile phones. We have a total
of approximately 40,000 N2 mobile phones in inventory, of which approximately
28,000 are located at our manufacturing partner in Malaysia, 8,500 in a bonded
warehouse in India and 3,000 with our contract support partner Sykes, in
Scotland. We will continue to pursue sales opportunities for the remaining
inventory of the N2 mobile phone. We have no current plans to build more
inventory of the N2 mobile phone.
During the quarter ended September 30, 2008, the Company continued to experience
net losses, aggregating approximately $7.7 million as compared to net losses of
$25.2 million in the quarter ended September 30, 2007. Included in the quarter
ended September 30, 2008 is $4.9 million net non-cash expense related to the
fair value calculation for the beneficial conversion features resulting from
prior financings, write-down of inventory and foreign exchange losses as compare
to a $22.2 million for similar net non-cash expense in the quarter ended
September 30, 2007. As a result of the foregoing, we are evaluating our ability
to continue operations.
Neonode Inc.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date 11/14/2008 By /s/ David Brunton
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INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.
ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001).