Item 1A. Risk Factors
Item
1A. Risk Factors
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, 2022, except as
described below.
We are exposed to the instability of financial
institutions where we maintain cash deposits or other liquid holdings, including federally insured banks, which could result in a lack
of liquidity and have an impact on our overall financial condition.
We maintain a substantial
amount of cash deposit holdings in financial banks that exceed the limits insured by the Federal Deposit Insurance Corporation (“FDIC”).
A bank failure, default, or other adverse events that restrict the ability of financial institutions to perform, including elevated concerns
of such potential events that are rapidly communicated across media platforms, may lead to liquidity constraints for those institutions.
On March 10, 2023, Silicon Valley Bank (“SVB”) experienced a significant and rapid withdrawal of funds that led to its collapse.
The FDIC determined that it would guarantee all deposit amounts held at SVB, including amounts above FDIC insurance limits. However, there
is no guarantee that the FDIC will similarly protect deposit amounts held above insurance limits if other banks were to fail or other
adverse conditions were to impact financial institutions.
We held cash deposits at SVB
in excess of the FDIC insurance limits at the time of its failure. We have since recovered those cash deposits and terminated our banking
relationship with SVB.
While SVB’s collapse
was partly driven by recent interest rate increases, which resulted in steep realized losses to cover the run on withdrawals, the potential
for similar events occurring pose ongoing risk the Company. In addition to SVB, the FDIC recently took control of Signature Bank, Silvergate
Capital Corp and First Republic Bank. In the event of failure of any of the financial institutions where we maintain our cash and cash
equivalents, there can be no assurance that we would be able to access uninsured funds in a timely manner or at all. Any inability to
access or delay in accessing these funds could adversely affect our business and financial position.
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 (File No. 001-35526) 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 (File No. 001-35526) filed on August 14, 2019 )
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 (File No. 001-35526) filed on August 14, 2019 )
3.1.3
Certificate
of Third Amendment to the Restated Certificate of Incorporation of Neonode Inc. (incorporated by reference to Exhibit 3.1.3 of
the registrant’s quarterly report on Form 10-Q (File No. 001-35526) filed on November 10, 2020)
3.2
Amended and Restated Bylaws ( incorporated by reference to Exhibit 3.1 of the registrant’s current report on Form 8-K (File No. 001-35526) filed on March 10, 2023 )
4.1
Description
of registrant’s Common Stock (incorporated by reference to Exhibit 4.1 to the registrant’s Form S-3 (No. 333-255964),
filed on May 10, 2021)
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
Inline
XBRL Instance Document.
101.SCH
Inline
XBRL Taxonomy Extension Schema Document.
101.CAL
Inline
XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF
Inline
XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB
Inline
XBRL Taxonomy Extension Label Linkbase Document.
101.PRE
Inline
XBRL Taxonomy Extension Presentation Linkbase Document.
104
Cover
Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
*
Filed
or furnished herewith
33
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:
May 11, 2023
By:
/s/
Fredrik Nihlén
Fredrik
Nihlén
Chief
Financial Officer,
(Principal
Financial and Accounting Officer)
34
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.