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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/28/24 Neonode Inc. 10-K 12/31/23 89:5.8M EdgarAgents LLC/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 925K
2: EX-21 Subsidiaries of the Registrant HTML 24K
3: EX-23.1 Consent of Independent Registered Public HTML 24K
Accounting Firm
7: EX-97.1 Clawback Policy re: Recovery of Erroneously HTML 54K
Awarded Compensation
4: EX-31.1 Certification -- §302 - SOA'02 HTML 29K
5: EX-31.2 Certification -- §302 - SOA'02 HTML 29K
6: EX-32 Certification -- §906 - SOA'02 HTML 26K
13: R1 Cover HTML 99K
14: R2 Audit Information HTML 30K
15: R3 Consolidated Balance Sheets HTML 118K
16: R4 Consolidated Balance Sheets (Parentheticals) HTML 35K
17: R5 Consolidated Statements of Operations HTML 127K
18: R6 Consolidated Statements of Operations HTML 33K
(Parentheticals)
19: R7 Consolidated Statements of Comprehensive Loss HTML 53K
20: R8 Consolidated Statements of Stockholders? Equity HTML 85K
21: R9 Consolidated Statements of Cash Flows HTML 107K
22: R10 Nature of the Business and Operations HTML 36K
23: R11 Summary of Significant Accounting Policies HTML 110K
24: R12 Prepaid Expenses and Other Current Assets HTML 30K
25: R13 Property and Equipment HTML 31K
26: R14 Accrued Expenses HTML 30K
27: R15 Fair Value Measurements HTML 31K
28: R16 Stockholders? Equity HTML 36K
29: R17 Stock-Based Compensation HTML 51K
30: R18 Commitments and Contingencies HTML 34K
31: R19 Leases HTML 55K
32: R20 Segment Information HTML 39K
33: R21 Income Taxes HTML 51K
34: R22 Employee Benefit Plans HTML 28K
35: R23 Net Loss Per Share HTML 32K
36: R24 Subsequent Events HTML 27K
37: R25 Pay vs Performance Disclosure HTML 37K
38: R26 Insider Trading Arrangements HTML 31K
39: R27 Accounting Policies, by Policy (Policies) HTML 165K
40: R28 Summary of Significant Accounting Policies HTML 75K
(Tables)
41: R29 Prepaid Expenses and Other Current Assets (Tables) HTML 30K
42: R30 Property and Equipment (Tables) HTML 30K
43: R31 Accrued Expenses (Tables) HTML 29K
44: R32 Stock-Based Compensation (Tables) HTML 43K
45: R33 Leases (Tables) HTML 59K
46: R34 Segment Information (Tables) HTML 34K
47: R35 Income Taxes (Tables) HTML 51K
48: R36 Net Loss Per Share (Tables) HTML 30K
49: R37 Nature of the Business and Operations (Details) HTML 58K
50: R38 Summary of Significant Accounting Policies HTML 100K
(Details)
51: R39 Summary of Significant Accounting Policies HTML 32K
(Details) - Schedule of Accounts Receivable
52: R40 Summary of Significant Accounting Policies HTML 33K
(Details) - Schedule of Inventory
53: R41 Summary of Significant Accounting Policies HTML 33K
(Details) - Schedule of Straight-Line Method Based
Upon Estimated Useful Lives
54: R42 Summary of Significant Accounting Policies HTML 53K
(Details) - Schedule of Net Revenues Distribution
55: R43 Summary of Significant Accounting Policies HTML 30K
(Details) - Schedule of Accounts Receivable and
Deferred Revenues
56: R44 Summary of Significant Accounting Policies HTML 30K
(Details) - Schedule of Activity Related to the
Product Warranty Liability
57: R45 Summary of Significant Accounting Policies HTML 34K
(Details) - Schedule of Deferred Revenues
58: R46 Summary of Significant Accounting Policies HTML 35K
(Details) - Schedule of Weighted-Average Exchange
Rates for the Consolidated Statements of
Operations
59: R47 Summary of Significant Accounting Policies HTML 36K
(Details) - Schedule of Exchange Rates for the
Consolidated Balance Sheets
60: R48 Prepaid Expenses and Other Current Assets HTML 37K
(Details) - Schedule of Prepaid Expense and Other
Current Assets
61: R49 Property and Equipment (Details) HTML 27K
62: R50 Property and Equipment (Details) - Schedule of HTML 38K
Property and Equipment
63: R51 Accrued Expenses (Details) - Schedule of Accrued HTML 32K
Expenses
64: R52 Stockholders? Equity (Details) HTML 67K
65: R53 Stock-Based Compensation (Details) HTML 70K
66: R54 Stock-Based Compensation (Details) - Schedule of HTML 57K
Stock Option Plans
67: R55 Stock-Based Compensation (Details) - Schedule of HTML 32K
Stock-Based Compensation Expense
68: R56 Commitments and Contingencies (Details) HTML 33K
69: R57 Leases (Details) HTML 29K
70: R58 Leases (Details) - Schedule of Components of Lease HTML 37K
Expense
71: R59 Leases (Details) - Schedule of Supplemental Cash HTML 37K
Flow Information Related to Leases
72: R60 Leases (Details) - Schedule of Supplemental HTML 62K
Balance Sheet Information
73: R61 Leases (Details) - Schedule of Future Minimum HTML 37K
Payments Under Non-Cancellable Operating Lease
Commitments
74: R62 Leases (Details) - Schedule of Minimum Future HTML 40K
Rentals on the Non-Cancellable Finance Leases
75: R63 Segment Information (Details) HTML 27K
76: R64 Segment Information (Details) - Schedule of Net HTML 56K
Revenues by Geographic Area
77: R65 Income Taxes (Details) HTML 34K
78: R66 Income Taxes (Details) - Schedule of Loss Before HTML 35K
Income Taxes by Geographically
79: R67 Income Taxes (Details) - Schedule of Provision for HTML 50K
Income Taxes
80: R68 Income Taxes (Details) - Schedule of Effective HTML 46K
Income Tax Rate
81: R69 Income Taxes (Details) - Schedule of Deferred Tax HTML 38K
Asset Balances
82: R70 Employee Benefit Plans (Details) HTML 39K
83: R71 Net Loss Per Share (Details) - Schedule of No HTML 46K
Potential Common Stock Equivalents
84: R72 Net Loss Per Share (Details) - Schedule of No HTML 34K
Potential Common Stock Equivalents
(Parentheticals)
86: XML IDEA XML File -- Filing Summary XML 163K
89: XML XBRL Instance -- f10k2023_neonodeinc_htm XML 1.11M
85: EXCEL IDEA Workbook of Financial Report Info XLSX 148K
9: EX-101.CAL XBRL Calculations -- neon-20231231_cal XML 130K
10: EX-101.DEF XBRL Definitions -- neon-20231231_def XML 725K
11: EX-101.LAB XBRL Labels -- neon-20231231_lab XML 1.36M
12: EX-101.PRE XBRL Presentations -- neon-20231231_pre XML 682K
8: EX-101.SCH XBRL Schema -- neon-20231231 XSD 208K
87: JSON XBRL Instance as JSON Data -- MetaLinks 537± 749K
88: ZIP XBRL Zipped Folder -- 0001213900-24-017782-xbrl Zip 278K
Exhibit 97.1
Clawback Policy
| 1. | Purpose |
Neonode Inc. (the “Company”) is establishing this policy to align the interests of executive officers of the Company with those of shareholders, to create and maintain a culture that emphasizes integrity and accountability and to enforce the Company’s pay-for-performance compensation philosophy. This policy provides for the recoupment of certain executive compensation in the event of an accounting restatement resulting from material noncompliance with financial reporting requirements under the federal securities laws (the “Policy”). This Policy is designed to comply with Section 10D of the Securities Exchange Act of 1934 (the “Exchange Act”), Rule 10D-1 promulgated under the Exchange Act (“Rule 10D-1”), and Nasdaq Listing Rule 5608 (the “Listing Standards”).
| 2. | Administration |
This Policy shall be administered by the Board of Directors (the “Board”) of the Company or, if so designated by the Board, a committee thereof including the Compensation Committee, in which case references herein to the Board shall be deemed references to such committee. The Board is authorized to interpret and construe this Policy and to make all determinations and rules as it deems to be necessary or advisable for its administration. It is intended that this Policy be interpreted in a manner that is consistent with the requirements of Section 10D of the Exchange Act and any applicable rules or standards adopted by the Securities and Exchange Commission or the Nasdaq Stock Market (“Nasdaq”). Any determinations made by the Board shall be final and binding on all affected individuals. The Board may delegate administrative duties with respect to this Policy to one or more directors or employees of the Company, as permitted under applicable law, including any Listing Standards.
| 3. | Covered Executives |
This Policy applies to the Company’s current and former executive officers, as determined by the Board in accordance with Section 10D of the Exchange Act, the definition of executive officer set forth in Rule 10D-1 and the Listing Standards (“Covered Executives”), and such other employees who may from time to time be deemed subject to the Policy by the Board. For this purpose, an “executive officer” includes the Company’s president, principal financial officer, principal accounting officer (or controller), any vice president in charge of a principal business unit, division or function or any other officer or person who performs a “policy-making” function for the Company.
Neonode Inc. Box 24071 SE-115 26 Stockholm Sweden |
Visiting Address Karlavägen 100 SE-115 26 Stockholm Sweden |
Contact Information linkedin.com/company/neonode |
| 4. | Recoupment; Accounting Restatement |
In the event that the Company is required to prepare an Accounting Restatement, as defined herein, the Board will promptly require reimbursement or forfeiture of any Excess Incentive Compensation, as defined herein, received by any Covered Executive during the three completed fiscal years immediately preceding the date on which the Company is required to prepare an Accounting Restatement, and including any transition period (that results from a change in the Company’s fiscal year) within or immediately following those three completed fiscal years, except that a transition period comprising a period of at least nine months shall count as a full fiscal year. The Policy applies to all Incentive-Based Compensation received by a Covered Executive (i) after beginning service as an executive officer; (ii) who served as an executive officer at any time during the performance period for that Incentive-Based Compensation; and (iii) while the Company has a listed class of securities. Recovery of amounts under this Policy with respect to a Covered Executive shall not require the finding of any misconduct by such Covered Executive or that such Covered Executive caused or contributed to any error associated with an Accounting Restatement. For clarity, the recovery of any executive compensation under this Policy will not give rise to any person’s right to voluntarily terminate employment for “good reason,” or due to a “constructive termination” (or any similar term of like effect) under any plan, program or policy of or agreement with the Company or any of its affiliates.
For purposes of this Policy, an “Accounting Restatement” means an accounting restatement of the Company’s financial statements due to the Company’s material noncompliance with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period. Also for purposes of this Policy, the date on which the Company is required to prepare an accounting restatement is the earlier of (i) the date the Board concludes, or reasonably should have concluded, that the Company is required to prepare an Accounting Restatement; or (ii) the date a court, regulator, or other legally authorized body directs the Company to prepare an Accounting Restatement, in each case regardless of whether or when the restated financial statements are filed.
| 5. | Excess Incentive Compensation: Amount Subject to Recovery |
The amount subject to recovery (the “Excess Incentive Compensation”) is the excess of the Incentive-Based Compensation paid to the Covered Executive based on the erroneous data over the Incentive-Based Compensation that would have been paid to the Covered Executive had it been based on the restated results. Excess Incentive Compensation shall be determined by the Board without regard to any taxes paid by the Covered Executive with respect to the Excess Incentive Compensation.
For Incentive-Based Compensation based on stock price or total shareholder return: (i) the Board shall determine the amount of the Excess Incentive Compensation based on a reasonable estimate of the effect of the Accounting Restatement on the stock price or total shareholder return upon which the Incentive-Based Compensation was received; and (ii) the Company shall maintain documentation of the determination of that reasonable estimate and provide such documentation to Nasdaq.
Neonode Inc. Box 24071 SE-115 26 Stockholm Sweden |
Visiting Address Karlavägen 100 SE-115 26 Stockholm Sweden |
Contact Information linkedin.com/company/neonode |
2
“Incentive-Based Compensation” means any compensation that is granted, earned, or vested based wholly or in part upon the attainment of a Financial Reporting Measure. Incentive-Based Compensation is received for purposes of this Policy in the Company’s fiscal period during which the Financial Reporting Measure specified in the Incentive-Based Compensation award is attained, even if the payment or grant of the Incentive-Based Compensation occurs after the end of that period.
A “Financial Reporting Measure” means any measure that is determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, and any measure that is derived in whole or in part from such measure. For purposes of this Policy, Financial Reporting Measures include, but are not limited to, the following, and any measures derived from the following: revenues; earnings before interest, taxes, depreciation and amortization; net income; Company stock price; and total shareholder return. A Financial Reporting Measure need not be presented within the Company’s financial statements or included in a filing with the Securities Exchange Commission.
| 6. | Method of Recoupment |
The Board shall determine, in its sole discretion, the timing and method for promptly recouping Excess Incentive Compensation, which may include without limitation:
| (a) | seeking reimbursement of all or part of any cash or equity Incentive-Based Compensation previously paid, |
| (b) | seeking recovery of any gain realized on the vesting, exercise, settlement, sale, transfer, or other disposition of any equity-based awards, |
| (c) | cancelling prior cash or equity-based awards, whether vested or unvested or paid or unpaid, |
| (d) | cancelling or offsetting against any planned future cash or equity-based awards, |
| (e) | forfeiture of deferred compensation, subject to compliance with Section 409A of the Internal Revenue Code (the “Code”) and the regulations promulgated thereunder, and |
| (f) | any other method authorized by applicable law or contract. |
Subject to compliance with any applicable law, the Board may recover amounts under this Policy from any amount otherwise payable to the Covered Executive.
The Company is authorized and directed pursuant to this Policy to recoup Excess Incentive Compensation in compliance with this Policy unless the Compensation Committee of the Board has determined that recovery would be impracticable solely for the following limited reasons, and subject to the following procedural and disclosure requirements:
| ● | The direct expense paid to a third party to assist in enforcing the Policy would exceed the amount to be recovered; provided that prior to concluding that it would be impracticable to recover any amount of Excess Incentive Compensation based on expense of enforcement, the Board must make a reasonable attempt to recover such erroneously awarded compensation, document such reasonable attempt(s) to recover and provide that documentation to Nasdaq; or |
| ● | Recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of the Company, to fail to meet the requirements of 26 U.S.C. 401(a)(13) or 26 U.S.C. 411(a) and regulations thereunder. |
| 7. | No Indemnification of Covered Executives; No Liability |
The Company shall not indemnify any Covered Executives against the loss of any incorrectly awarded Excess Incentive Compensation. The Company is prohibited from paying or reimbursing a Covered Executive for purchasing insurance to cover any such loss. None of the Company, an affiliate of the Company or any member of the Board shall have any liability to any person as a result of actions taken under this Policy.
Neonode Inc. Box 24071 SE-115 26 Stockholm Sweden |
Visiting Address Karlavägen 100 SE-115 26 Stockholm Sweden |
Contact Information linkedin.com/company/neonode |
3
| 8. | Board Indemnification |
Any members of the Board or its delegates shall not be personally liable for any action, determination or interpretation made with respect to this Policy and shall be fully indemnified by the Company to the fullest extent under applicable law and Company organizational documents and policy with respect to any such action, determination or interpretation. The foregoing sentence shall not limit any other rights to indemnification of the members of the Board or its delegates under applicable law or Company organizational documents and policy.
| 9. | Effective Date |
This Policy shall be effective as of the effective date of the Listing Standards (the “Effective Date”). The terms of this Policy shall apply to any Incentive-Based Compensation that is received by Covered Executives on or after the Effective Date, even if such Incentive-Based Compensation was approved, awarded, granted or paid to Covered Executives prior to the Effective Date.
| 10. | Amendment and Termination |
The Board may amend this Policy from time to time in its discretion and shall amend this Policy as it deems necessary to reflect final regulations adopted by the Securities and Exchange Commission under Section 10D of the Exchange Act, to comply with any rules or standards adopted by Nasdaq, and to comply with (or maintain an exemption from the application of) Section 409A of the Code. The Board may terminate this Policy at any time. This Policy will terminate automatically when the Company does not have a class of securities listed on a national securities exchange or association.
| 11. | Other Recoupment Rights |
The Board intends that this Policy will be applied to the fullest extent of the law. The Board may require that any employment agreement, equity award agreement, or similar agreement entered into on or after the Effective Date shall, as a condition to the grant of any benefit thereunder, require a Covered Executive to agree to abide by the terms of this Policy. Any right of recoupment under this Policy is in addition to, and not in lieu of, any other remedies or rights of recoupment that may be available to the Company pursuant to the terms of any similar policy in any employment agreement, equity award agreement, or similar agreement and any other legal remedies available to the Company.
Neonode Inc. Box 24071 SE-115 26 Stockholm Sweden |
Visiting Address Karlavägen 100 SE-115 26 Stockholm Sweden |
Contact Information linkedin.com/company/neonode |
4
| 12. | Severability |
The provisions in this Policy are intended to be applied to the fullest extent of the law. To the extent that any provision of this Policy is found to be unenforceable or invalid under any applicable law, such provision shall be applied to the maximum extent permitted, and shall automatically be deemed amended in a manner consistent with its objectives to the extent necessary to conform to any limitations required under applicable law.
| 13. | Governing Law |
This Policy and all rights and obligations hereunder are governed by and construed in accordance with the internal laws of the State of Delaware, excluding any choice of law rules or principles that may direct the application of the laws of another jurisdiction.
| 14. | Successors |
This Policy shall be binding and enforceable against all Covered Executives and their beneficiaries, heirs, executors, administrators or other legal representatives.
| 15. | Exhibit Filing Requirement |
A copy of this Policy and any amendments thereto shall be posted on the Company’s website and filed as an exhibit to the Company’s annual report on Form 10-K.
Neonode Inc. Box 24071 SE-115 26 Stockholm Sweden |
Visiting Address Karlavägen 100 SE-115 26 Stockholm Sweden |
Contact Information linkedin.com/company/neonode |
5
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/10/23 Neonode Inc. 8-K:5,9 3/08/23 12:531K EdgarAgents LLC/FA 10/21/21 Neonode Inc. 8-K:1,8,9 10/21/21 13:437K EdgarAgents LLC/FA 5/10/21 Neonode Inc. S-3 7:1.4M EdgarAgents LLC/FA 3/31/21 Neonode Inc. 8-K:5,9 3/30/21 3:96K EdgarAgents LLC/FA 3/10/21 Neonode Inc. 10-K 12/31/20 89:5.6M EdgarAgents LLC/FA 12/11/20 Neonode Inc. 8-K:5,9 12/07/20 6:102K EdgarAgents LLC/FA 11/02/20 Neonode Inc. S-8 11/02/20 4:209K EdgarAgents LLC/FA 5/08/19 Neonode Inc. 8-K:1,9 5/06/19 2:110K EdgarAgents LLC/FA 8/08/17 Neonode Inc. 8-K:1,3,8,9 8/02/17 4:435K EdgarAgents LLC/FA 8/16/16 Neonode Inc. 8-K:1,3,8,9 8/11/16 6:642K EdgarAgents LLC/FA 3/11/16 Neonode Inc. 10-K 12/31/15 90:6.8M EdgarAgents LLC/FA |