Neonode Inc. 10-Q

Item 1A. Risk Factors Except as described below in this Item 1A, there have been no material changes from the risk factors as previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2019. We face risks related to the impact of the COVID-19 pandemic and the related protective public health measures. The novel strain of the coronavirus identified in China in December 2019 (“COVID-19”) has globally spread throughout other areas such as Asia, Europe, and North America and has resulted in authorities imposing, and businesses and individuals implementing, numerous unprecedented measures to try to contain the virus, such as travel bans and restrictions, quarantines, shelter-in-place/stay-at-home and social distancing orders, and shutdowns. These measures have impacted and may further impact our workforce and operations, the operations of our customers, and those of our respective vendors, suppliers, and partners. The ultimate impact and efficacy of government measures and potential future measures is currently unknown. In addition, the continued spread of COVID-19, or the occurrence of other epidemics could result in a widespread health crisis that could adversely affect the economies and financial markets of many countries, resulting in an economic downturn that could affect demand for our products and further adversely impact our business, results of operations and financial condition. Moreover, many risk factors set forth in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019 should be interpreted as heightened risks as a result of the impact of the COVID-19 pandemic. We and our directors are defendants in a purported class action lawsuit. On August 26, 2020, a putative stockholder of Neonode filed a purported class action lawsuit in the Delaware Court of Chancery against the Company and the Board of Directors of the Company for breach of fiduciary duty in connection with disclosure of information concerning Proposals 5 and 6 at the 2020 Annual Meeting of Stockholders. These proposals for shareholder approval relate to Private Placement by the Company on August 5, 2020 in which two directors and the chief executive officer of the Company participated. We believe the lawsuit is without merit. It is possible that additional lawsuits will be filed, or allegations received from stockholders, with respect to these same or other matters and also naming us and/or our officers and directors as defendants. The outcome of the Delaware Court of Chancery lawsuit and any related lawsuits are subject to inherent uncertainties, and the actual defense and disposition costs and expenses will depend upon many unknown factors. 35 Item 6. Exhibits Exhibit # Description 3.1 Restated Certificate of Incorporation of Neonode Inc., dated November 7, 2018 ( incorporated by reference to Exhibit 3.14 of the registrant’s quarterly report on Form 10-Q filed on November 8, 2018) 3.1.1 Certificate of First Amendment to the Restated Certificate of Incorporation of Neonode Inc. ( incorporated by reference to Exhibit 3.1.1 of the registrant’s quarterly report on Form 10-Q filed August 14, 2019 ) 3.1.C.1 Certificate of Designation of Preferences, Rights and Limitations of Series C-1 5% Convertible Preferred Stock, dated August 6, 2020 ( incorporated by reference to Exhibit 3.1.C.1 of the registrant’s current report on Form 8-K filed August 10, 2020 ) 3.1.C.2 Certificate of Designation of Preferences, Rights and Limitations of Series C-2 5% Convertible Preferred Stock, dated August 6, 2020 ( incorporated by reference to Exhibit 3.1.C.2 of the registrant’s current report on Form 8-K filed August 10, 2020 ) 3.1.2 Certificate of Second Amendment to the Restated Certificate of Incorporation of Neonode Inc. ( incorporated by reference to Exhibit 3.1.2 of the registrant’s quarterly report on Form 10-Q filed August 14, 2019 ) 3.1.3 Certificate of Third Amendment to the Restated Certificate of Incorporation of Neonode Inc.* 3.2 Bylaws ( incorporated by reference to Exhibit 3.2 of the registrant’s quarterly report on Form 10-Q filed on November 8, 2018 (file no. 1-35526) ) 10.1 Loan Agreement dated June 17, 2020 between Neonode Technologies AB and UMR Invest AB ( incorporated by reference to Exhibit 10.1 of the registrant’s current report on Form 8-K filed June 22, 2020 ) 10.2 Loan Agreement dated June 17, 2020 between Neonode Technologies AB and Cidro Holding AB* 10.3 Securities Purchase Agreement, dated as of August 5, 2020 (incorporated by reference to Exhibit 10.1 of the registrant’s current report on Form 8-K filed August 10, 2020) 10.4 Registration Rights Agreement, dated as of August 5, 2020 (incorporated by reference to Exhibit 10.2 of the registrant’s current report on Form 8-K filed August 10, 2020) 10.5 Neonode Inc. 2020 Stock Incentive Plan ( incorporated by reference to Exhibit 99.1 of the registrant’s registration statement on Form S-8 (333-249806) filed November 2, 2020 ) 31.1 Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act Of 2002* 31.2 Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act Of 2002* 32 Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002* 101. INS XBRL Instance Document 101. SCH XBRL Taxonomy Extension Schema Document 101. CAL XBRL Taxonomy Extension Calculation Linkbase Document 101. DEF XBRL Taxonomy Extension Definition Linkbase Document 101. LAB XBRL Taxonomy Extension Label Linkbase Document 101. PRE XBRL Taxonomy Extension Presentation Linkbase Document * Filed herewith 36 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. NEONODE INC. Date: November 10, 2020 By: /s/ Maria Ek Maria Ek Chief Financial Officer, Vice President, Finance, Treasurer and Secretary (Principal Financial and Accounting Officer) 37