2 unchanged sentences
Under the supervision of and with the participation
−Removed: of our management, including our Chief Executive Officer and our Chief Financial Officer, we evaluated the effectiveness of our
−Removed: disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of December
−Removed: Based upon that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that our disclosure
−Removed: controls and procedures are designed at a reasonable assurance level and are effective to provide reasonable assurance that information
−Removed: we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported
−Removed: within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated
−Removed: to our management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate, to allow timely decisions
−Removed: regarding required disclosure.
+Added: of our management, including our Chief Executive Officer and our Chief Financial Officer, we evaluated the effectiveness of our disclosure
+Added: controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, 2021.
+Added: upon that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures
+Added: are designed at a reasonable assurance level and are effective to provide reasonable assurance that information we are required to disclose
+Added: in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified
+Added: in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive
+Added: Officer and our Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
In designing and evaluating disclosure controls
−Removed: and procedures, our management recognized that any controls and procedures, no matter how well designed and operated, can provide
−Removed: only reasonable, not absolute, assurance of achieving the desired control objectives, and management necessarily was required to
−Removed: apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
+Added: and procedures, our management recognized that any controls and procedures, no matter how well designed and operated, can provide only
+Added: reasonable, not absolute, assurance of achieving the desired control objectives, and management necessarily was required to apply its
+Added: judgment in evaluating the cost-benefit relationship of possible controls and procedures.
Changes in Internal Control over Financial Reporting
−Removed: There were no changes in our internal control
−Removed: over financial reporting during the quarter ended December 31, 2020 that have materially affected, or are reasonably likely to
−Removed: materially affect, our internal control over financial reporting.
−Removed: Management’s Annual Report on Internal Control over
−Removed: Financial Reporting
+Added: There were no changes in our internal control over
+Added: financial reporting during the quarter ended December 31, 2021 that have materially affected, or are reasonably likely to materially affect,
+Added: our internal control over financial reporting.
+Added: Management’s Annual Report on Internal Control over Financial
Our management is responsible for establishing
and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange
−Removed: A control system, no matter how well designed
−Removed: and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met.
−Removed: the design of a control system must reflect the fact that there are resource constraints.
−Removed: Because of the inherent limitations in
−Removed: all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if
−Removed: any, within our Company have been detected.
+Added: A control system, no matter how well designed and
+Added: operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met.
+Added: Further, the design
+Added: of a control system must reflect the fact that there are resource constraints.
+Added: Because of the inherent limitations in all control systems,
+Added: no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our Company have
+Added: been detected.
Under the supervision and with the participation
−Removed: of our Chief Executive Officer and our Chief Financial Officer, our management assessed the effectiveness of our internal control
−Removed: over financial reporting as of December 31, 2020.
−Removed: In making their assessment, our management used criteria established in
−Removed: the framework on Internal Control –
−Removed: Integrated Framework (2013) issued by the Committee of Sponsoring Organizations
−Removed: of the Treadway Commission (COSO).
−Removed: Based upon that assessment, our management concluded that our internal control over financial
−Removed: reporting was effective as of December 31, 2020.
−Removed: This report does not include an attestation
−Removed: report of our independent registered public accounting firm regarding our internal control over financial reporting in accordance
−Removed: with applicable SEC rules that permit us to provide only management´s report in this report.
+Added: of our Chief Executive Officer and our Chief Financial Officer, our management assessed the effectiveness of our internal control over
+Added: financial reporting as of December 31, 2021.
+Added: In making their assessment, our management used criteria established in the framework
+Added: on Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission
+Added: Based upon that assessment, our management concluded that our internal control over financial reporting was effective as of December
+Added: This report does not include an attestation report
+Added: of our independent registered public accounting firm regarding our internal control over financial reporting in accordance with applicable
+Added: SEC rules that permit us to provide only management´s report in this report.
OTHER INFORMATION
+Added: DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.
+Added: Not applicable.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
−Removed: The information required by this Item will be included in our
−Removed: definitive proxy statement for the 2021 Annual Meeting of Stockholders and is incorporated herein by reference.
+Added: The information required by this Item will be included
+Added: in our definitive proxy statement for the 2022 Annual Meeting of Stockholders and is incorporated herein by reference.
EXECUTIVE COMPENSATION
−Removed: The information required by this Item will be included in our
−Removed: definitive proxy statement for the 2021 Annual Meeting of Stockholders and is incorporated herein by reference.
+Added: The information required by this Item will be included
+Added: in our definitive proxy statement for the 2022 Annual Meeting of Stockholders and is incorporated herein by reference.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
−Removed: The information required by this Item will be included in our
−Removed: definitive proxy statement for the 2021 Annual Meeting of Stockholders and is incorporated herein by reference.
+Added: The information required by this Item will be included
+Added: in our definitive proxy statement for the 2022 Annual Meeting of Stockholders and is incorporated herein by reference.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
−Removed: The information required by this Item will be included in our
−Removed: definitive proxy statement for the 2021 Annual Meeting of Stockholders and is incorporated herein by reference.
+Added: The information required by this Item will be included
+Added: in our definitive proxy statement for the 2022 Annual Meeting of Stockholders and is incorporated herein by reference.
Principal AccountING Fees and Services
−Removed: The information required by this Item will be included in our
−Removed: definitive proxy statement for the 2021 Annual Meeting of Stockholders and is incorporated herein by reference.
+Added: The information required by this Item will be included
+Added: in our definitive proxy statement for the 2022 Annual Meeting of Stockholders and is incorporated herein by reference.
EXHIBITS, FINANCIAL STATEMENT SCHEDULES
Financial Statements
−Removed: The consolidated financial statements of
−Removed: the registrant are listed in the index to the consolidated financial statements and filed under Item 8 of this Annual Report.
+Added: The consolidated financial statements of the registrant
+Added: are listed in the index to the consolidated financial statements and filed under Item 8 of this Annual Report.
Financial Statement Schedules
Not Applicable
−Removed: Restated Certificate of Incorporation of Neonode Inc., ( incorporated by reference to Exhibit 3.1 of the registrant’s current report on Form 8-K filed on December 11, 2020)
−Removed: Bylaws ( incorporated by reference to Exhibit 3.2 of the registrant’s quarterly report on Form 10-Q filed on November 8, 2018 )
−Removed: Assignment Agreement with Aequitas Technologies LLC, dated May 6, 2019 ( incorporated by reference to Exhibit 10.1 of the registrant’s current report on Form 8-K filed May 8, 2019 )
−Removed: Form of Purchase Warrant ( incorporated by reference to Exhibit 4.1 of the registrant’s current report on Form 8-K filed on August 16, 2016 )
−Removed: Form of Warrant, dated as of August 8, 2017 (incorporated by reference to Exhibit 4.1 of the registrant’s current report on Form 8-K, filed on August 8, 2017)
+Added: Restated Certificate of Incorporation of Neonode Inc., ( incorporated by reference to Exhibit 3.1 of the registrant’s current report on Form 8-K filed on December 11, 2020)
+Added: Bylaws ( incorporated by reference to Exhibit 3.2 of the registrant’s quarterly report on Form 10-Q filed on November 8, 2018 )
+Added: Description of registrant’s Common Stock (incorporated by reference to Exhibit 4.1 to the registrant’s Form S-3 (No.
+Added: 333-255964), filed on May 10, 2021)
+Added: Assignment Agreement with Aequitas Technologies LLC, dated May 6, 2019 ( incorporated by reference to Exhibit 10.1 of the registrant’s current report on Form 8-K filed May 8, 2019 )
+Added: Form of Purchase Warrant ( incorporated by reference to Exhibit 4.1 of the registrant’s current report on Form 8-K filed on August 16, 2016 )
+Added: Form of Warrant, dated as of August 8, 2017 (incorporated by reference to Exhibit 4.1 of the registrant’s current report on Form 8-K, filed on August 8, 2017)
Employment Agreement of Urban Forssell, dated October
−Removed: Employment Agreement of Håkan Persson, dated February 12, 2018 (incorporated by reference to Exhibit 10.1 of the registrant’s current report on Form 8-K, filed on February 15, 2018) +
−Removed: Employment Agreement of Maria Ek, dated May 28, 2019 ( incorporated by reference to Exhibit 10.1 of the registrant’s current report on Form 8-K filed on May 31, 2019 ) +
−Removed: 2015 Stock Incentive Plan ( incorporated by reference to Exhibit 10.4 of the registrant’s annual report on Form 10-K filed on March 11, 2016 )
−Removed: Form of Notice of Grant of Stock Option used in connection with the 2015 Stock Incentive Plan ( incorporated by reference to Exhibit 10.5 of the registrant’s annual report on Form 10-K filed on March 11, 2016 )
−Removed: Form of Notice of Grant of Restricted Stock used in connection with the 2015 Stock Incentive Plan ( incorporated by reference to Exhibit 10.6 of the registrant’s annual report on Form 10-K filed on March 11, 2016 )
−Removed: Form of Notice of Grant of Restricted Stock Units used in connection with the 2015 Stock Incentive Plan ( incorporated by reference to Exhibit 10.7 of the registrant’s annual report on Form 10-K filed on March 11, 2016 )
−Removed: Form of Notice of Grant of Stock Option to Swedish residents used in connection with the 2015 Stock Incentive Plan ( incorporated by reference to Exhibit 10.8 of the registrant’s annual report on Form 10-K filed on March 11, 2016 )
−Removed: Loan Agreement dated June 17, 2020 between
−Removed: Neonode Technologies AB and UMR Invest AB ( incorporated by reference to Exhibit 10.1 of the registrant’s current
−Removed: report on Form 8-K filed on June 22, 2020).
−Removed: Loan Agreement dated June 17, 2020 between
−Removed: Neonode Technologies AB and Cidro Holding AB ( incorporated by reference to Exhibit 10.2 of the registrant’s current
−Removed: report on Form 8-K filed on June 22, 2020).
−Removed: Securities Purchase Agreement, dated as of
−Removed: August 5, 2020 ( incorporated by reference to Exhibit 10.1 of the registrant’s current report on Form 8-K filed on
−Removed: August 10, 2020).
−Removed: Registration Rights Agreement, dated as of
−Removed: August 5, 2020 ( incorporated by reference to Exhibit 10.2 of the registrant’s current report on Form 8-K filed on
−Removed: August 10, 2020).
−Removed: 2020 Stock Incentive Plan ( incorporated
−Removed: by reference to Exhibit 99.1 to the registration statement on Form S-8 (No.
+Added: 20, 2019 (incorporated by reference to Exhibit 10.4 of the registrant’s annual report
+Added: on Form 10-K filed on March 10, 2021) +
+Added: Agreement of Fredrik Nihlén, dated March 30, 2021 (incorporated by reference to Exhibit 10.1 of the registrant’s current
+Added: report on Form 8-K, filed on March 31, 2021) +
+Added: Employment Agreement of Maria Ek, dated May 28, 2019 ( incorporated by reference to Exhibit 10.1 of the registrant’s current report on Form 8-K filed on May 31, 2019 ) +
+Added: 2015 Stock Incentive Plan ( incorporated by reference to Exhibit 10.4 of the registrant’s annual report on Form 10-K filed on March 11, 2016 )
+Added: Form of Notice of Grant of Stock Option used in connection with the 2015 Stock Incentive Plan ( incorporated by reference to Exhibit 10.5 of the registrant’s annual report on Form 10-K filed on March 11, 2016 )
+Added: Form of Notice of Grant of Restricted Stock used in connection with the 2015 Stock Incentive Plan ( incorporated by reference to Exhibit 10.6 of the registrant’s annual report on Form 10-K filed on March 11, 2016 )
+Added: Form of Notice of Grant of Restricted Stock Units used in connection with the 2015 Stock Incentive Plan ( incorporated by reference to Exhibit 10.7 of the registrant’s annual report on Form 10-K filed on March 11, 2016 )
+Added: Form of Notice of Grant of Stock Option to Swedish residents used in connection with the 2015 Stock Incentive Plan ( incorporated by reference to Exhibit 10.8 of the registrant’s annual report on Form 10-K filed on March 11, 2016 )
+Added: 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 on August 10, 2020).
+Added: 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 on August 10, 2020).
+Added: 2020 Stock Incentive Plan ( incorporated by reference to Exhibit 99.1 to the registration statement on Form S-8 (No.
333-249806) filed on November 2, 2020).
+Added: Placement Agency Agreement, dated October 21, 2021, by and among the registrant and Pareto Securities Inc.
+Added: and Pareto Securities AB
Subsidiaries of the registrant
12 unchanged sentences
FORM 10-K SUMMARY
−Removed: Pursuant to the requirements of Section
−Removed: 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
−Removed: undersigned, thereunto duly authorized.
+Added: Pursuant to the requirements of Section 13 or 15(d)
+Added: of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
+Added: duly authorized.
March 10, 2022
+Added: /s/ Fredrik Nihlén
+Added: Fredrik Nihlén
Chief Financial Officer
−Removed: Vice President, Finance,
−Removed: Treasurer and Secretary
Pursuant to the requirements for the Securities
−Removed: Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacity and
−Removed: dates indicated.
+Added: Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacity and dates indicated.
/s/ Urban Forssell
3 unchanged sentences
(Principal Executive Officer)
−Removed: Chief Financial Officer, Vice President, Finance, Treasurer and Secretary
+Added: /s/ Fredrik Nihlén
+Added: Chief Financial Officer
March 10, 2022
+Added: Fredrik Nihlén
(Principal Financial and Accounting Officer)
2 unchanged sentences
March 10, 2022
−Removed: /s/ Per Löfgren
+Added: /s/ Per Löfgren
March 10, 2022
−Removed: Per Löfgren
/s/ Peter Lindell
5 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.