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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): September 3, 2025
NEONODE INC.
(Exact name of issuer of securities held pursuant to the plan)
Commission File Number 1-35526
| Delaware | 94-1517641 | |
|
(State or other jurisdiction of incorporation) |
(I.R.S. Employer Identification No.) |
Karlavägen 100, 115 26 Stockholm, Sweden
(Address of Principal Executive Office, including Zip Code)
+46 (0) 702958519
Registrant’s telephone number, including area code:
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):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common Stock, par value $0.001 per share | NEON | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01 Regulation FD Disclosure
On September 3, 2025, Neonode Inc. (the “Company”) issued a press release announcing anticipated financial proceeds from patent lawsuit settlement between Neonode Smartphone LLC, a subsidiary of Aequitas Technologies LLC, an unrelated third party (“Aequitas”), and Samsung Electronics Co. Ltd. (“Samsung”) (Civil Action No. 6:20-cv-00507) pertaining to the alleged infringement of certain patents assigned by the Company to Aequitas.
The press release, which is furnished as Exhibit 99.1 to this Current Report on Form 8-K, is incorporated herein by reference. The information in this Item 7.01 and Exhibit 99.1 is being furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. This report will not be deemed an admission as to the materiality of any information in this Item 7.01 or Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
|
Exhibit No. |
Description | |
| 99.1 | Press Release of the Company dated September 3, 2025. | |
| 104 | Cover Page Interactive Data File (embedded within the inline XBRL document) | |
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.
| Date: September 3, 2025 | NEONODE INC. | |
| By: | /s/ Fredrik Nihlén | |
| Name: | Fredrik Nihlén | |
| Title: | Chief Financial Officer | |
Exhibit 99.1
Neonode Announces Anticipated Financial Proceeds from Patent Lawsuit Settlement
STOCKHOLM, SWEDEN, September 3, 2025 — Neonode Inc. (NASDAQ: NEON) (the “Company” or “Neonode”) today announced that it has been informed of its anticipated proceeds from a settlement of the lawsuit between Neonode Smartphone LLC (“Aequitas Sub”, a subsidiary of Aequitas Technologies LLC, an unrelated third party) and Samsung Electronics Co. Ltd. (“Samsung”) (Civil Action No. 6:20-cv-00507) pertaining to the alleged infringement of certain patents assigned by Neonode to Aequitas Technologies LLC (“Aequitas”) in 2019. While Neonode was not a party to the lawsuit, as discussed further below, the Company is entitled to 50 percent of any net proceeds from the settlement pursuant to the terms of the Assignment Agreement, dated May 6, 2019, between the Company and Aequitas (the “Assignment Agreement”).
Based on settlement details shared with the Company and subject to assessment by third parties, Neonode expects to receive net proceeds of approximately US$15 million to US$20 million after deducting a brokerage fee payable by the Company in connection with the original assignment to Aequitas and estimated legal fees, taxes and other expenses. The Company will continue to evaluate the tax implications and other financial considerations that may affect the net amount available to the Company.
As of September 3, 2025, no decision has been made by Neonode’s Board of Directors (the “Board”) on the expected use of proceeds from the settlement.
Background Information
As previously disclosed in the Company’s Current Report on Form 8-K filed with Securities and Exchange Commission (SEC) on May 8, 2019, the Company assigned a portfolio of patents to Aequitas, an unrelated third party. The assignment provides the Company the right to share in the potential net proceeds generated from a possible licensing and monetization program that Aequitas may enter into. Under the terms of the assignment, net proceeds mean gross proceeds less out of pocket expenses and legal fees paid by Aequitas. The Company’s share would also be net of a brokerage fee payable by the Company in connection with the original assignment to Aequitas.
A lawsuit was filed on June 8, 2020 by Aequitas Sub against Samsung Electronics Co. Ltd. (Civil Action No. 6:20-cv-00507) in the United States District Court for the Western District of Texas (the “Court”) alleging infringement of certain patents previously assigned by the Company to Aequitas. Aequitas Sub is a subsidiary of Aequitas Technologies LLC and is not affiliated with Neonode Inc.
The court dismissed the case on September 2, 2025 following a settlement between Aequitas Sub and Samsung.
The separate patent infringement litigation brought by Aequitas Sub against Apple Inc. (assigned docket number 3:21-cv-08872) remains pending in the United States District Court for the Northern District of California.
For more information, please contact:
Chief Financial Officer
Fredrik Nihlén
E-mail: fredrik.nihlen@neonode.com
Phone: +46 703 97 21 09
President and Chief Executive Officer
Pierre Daniel Alexus
E-mail: daniel.alexus@neonode.com
Phone: +46 767 60 29 90
About Neonode
Neonode Inc. (NASDAQ: NEON) is a publicly traded company, headquartered in Stockholm, Sweden and established in 2001. The Company provides advanced optical sensing solutions for contactless touch, touch, gesture control, and in-cabin monitoring. Building on experience acquired during years of advanced research and development and technology licensing, Neonode’s technology is currently deployed in more than 90 million products, and the Company holds more than 100 patents worldwide. Neonode’s customer base includes some of the world’s best-known Fortune 500 companies in the consumer electronics, office equipment, automotive, elevator, and self-service kiosk markets.
NEONODE and the NEONODE logo are trademarks of Neonode Inc. registered in the United States and other countries.
For further information please visit https://neonode.com
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Safe Harbor Statement
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These include, but are not limited to, statements relating to our expectations regarding the receipt of a portion of the proceeds from the settlement of the patent litigation involving Aequitas Sub and Samsung Electronics Co. Ltd. and use of any such proceeds. These statements are based on current assumptions, expectations and information available to Neonode management and involve a number of known and unknown risks, uncertainties and other factors that may cause Neonode’s actual results, levels of activity, performance or achievements to be materially different from any expressed or implied by these forward-looking statements.
These risks, uncertainties, and factors include risks related to our reliance on the ability of our customers to design, manufacture and sell their products with our touch technology, the length of a customer’s product development cycle, our dependence and our customers’ dependence on suppliers, the global economy generally and other risks discussed under “Risk Factors” and elsewhere in Neonode’s public filings with the SEC from time to time, including Neonode’s annual reports on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K. You are advised to carefully consider these various risks, uncertainties and other factors. Although Neonode management believes that the forward-looking statements contained in this press release are reasonable, it can give no assurance that its expectations will be fulfilled. Forward-looking statements are made as of today’s date, and Neonode undertakes no duty to update or revise them.