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 13, 2012
NEONODE INC.
(Exact name of issuer of securities held pursuant to the plan)
Commission File Number 0-8419
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Delaware
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94-1517641
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(State or other jurisdiction of incorporation)
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(I.R.S. Employer Identification No.)
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Linnegatan 89, SE-115 23 Stockholm, Sweden
2700 Augustine Drive, Suite 100, Santa Clara, CA. 95054
(Address of principal executive offices, including Zip Code)
Registrant’s telephone number, including area code:
+468 667 1717 — Sweden
(925) 768-0620 — USA
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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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TABLE OF CONTENTS
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Item2.02
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Results of Operations and Financial Condition.
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Item 9.01
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Financial Statements and Exhibits
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Exhibit Index
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Ex-99.1
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Press Release of the Company dated March 13, 2012
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Item 2.02. Results of Operations and Financial Condition.
On March 13, 2012, Neonode Inc. (the “Company”) reported its earnings for its fourth fiscal quarter and fiscal year ended December 31, 2011. 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.
The Company is making reference to non-GAAP financial measures in the press release. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP, and non-financial measures as reported by the Company may not be comparable to similarly titled amounts reported by other companies.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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Exhibit 99.1
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Press Release of the Company dated March 13, 2012 containing financial information for its fourth fiscal quarter and fiscal year ended December 31, 2011
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Safe Harbor Statement
Information provided in this report on Form 8-K may contain statements relating to current expectations, estimates, forecasts and projections about future events that are “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. These forward-looking statements generally relate to the Company's plans, objectives and expectations for future operations and are based upon management’s current estimates and projections of future results or trends. Actual future results may differ materially from those projected as a result of certain risks and uncertainties. These risks and uncertainties are discussed under “Risk Factors” and elsewhere in the Company's public filings with the U.S. Securities and Exchange Commission from time to time, including the Company's annual report on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K.
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.
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NEONODE INC.
By: /s/ David W. Brunton
Name: David W. Brunton
Title: Chief Financial Officer
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Date: March 14, 2012