Annual Report — Form 10-K — Sect. 13 / 15(d) – SEA’34 Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: 10-K Annual Report HTML 905K
2: EX-3.1.3 Certificate of Correction HTML 19K
3: EX-21.1 Subsidiaries of the Registrant HTML 12K
4: EX-23.1 Consent of Independent Registered Public Account HTML 15K
Firm
5: EX-31.1 Certification Pursuant to Section 302 of the HTML 19K
Sarbanes-Oxley Act
6: EX-31.2 Certification Pursuant to Section 302 of the HTML 19K
Sarbanes-Oxley Act
7: EX-32.1 Certification Pursuant to Section 906 of the HTML 16K
Sarbanes-Oxley Act
23: R1 Document And Entity Information HTML 41K
17: R2 Consolidated Balance Sheets HTML 105K
21: R3 Consolidated Balance Sheets (Parentheticals) HTML 43K
26: R4 Consolidated Statements of Operations HTML 74K
36: R5 Consolidated Statements of Stockholders' Equity HTML 116K
(Deficit) and Comprehensive Loss
18: R6 Consolidated Statements of Cash Flows HTML 122K
20: R7 Nature of the business and operations HTML 30K
16: R8 Summary of significant accounting policies HTML 81K
14: R9 Prepaid Expenses and Other Current Assets HTML 27K
37: R10 Property and Equipment HTML 28K
28: R11 Accrued Expenses HTML 23K
27: R12 Convertible Debt HTML 54K
32: R13 Fair Value Measurements HTML 47K
33: R14 Deferred Revenue HTML 18K
31: R15 Stockholders' Equity (Deficit) HTML 69K
34: R16 Stock-Based Compensation HTML 181K
22: R17 Commitments and Contingencies HTML 30K
24: R18 Segment Information HTML 40K
30: R19 Income Taxes HTML 87K
39: R20 Employee Benefit Plans HTML 23K
35: R21 Net Loss Per Share HTML 29K
19: R22 Related Party Transactions HTML 26K
29: R23 Subsequent Events HTML 25K
38: XML IDEA XML File -- Filing Summary XML 47K
15: EXCEL IDEA Workbook of Financial Reports (.xls) XLS 606K
8: EX-101.INS XBRL Instance -- neond-20111231 XML 900K
10: EX-101.CAL XBRL Calculations -- neond-20111231_cal XML 75K
11: EX-101.DEF XBRL Definitions -- neond-20111231_def XML 218K
12: EX-101.LAB XBRL Labels -- neond-20111231_lab XML 582K
13: EX-101.PRE XBRL Presentations -- neond-20111231_pre XML 277K
9: EX-101.SCH XBRL Schema -- neond-20111231 XSD 68K
25: ZIP XBRL Zipped Folder -- 0001213900-12-001451-xbrl Zip 86K
Neonode Inc. a Corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware,
DOES HEREBY CERTIFY:
1. The name of the corporation is Neonode Inc.
2. Pursuant to a 25-to-1 reverse stock split, a Certificate of Amendment of the Amended and Restated Certificate of Incorporation of Neonode Inc. was filed by the Secretary of State of Delaware on March 25, 2011, and that said Certificate of Amendment requires correction as permitted by Section 103 of the General Corporation Law of the State of Delaware.
3. The defect of said Certificate of Amendment is as follows: The number of issued and outstanding shares of the Corporation was reduced by a ratio of 25:1 while the number of authorized shares of the Corporation was mistakenly unadjusted in said Certificate of Amendment. It was never intended that Neonode Inc. have 848,000,000 authorized shares of Common Stock with only 32,778,000 issued and outstanding. There is no sound reason to leave such a large gap between the amount of authorized and issued shares. Rather, the intention was to adjust the amount of authorized shares downward to properly reflect the new capital structure of the Corporation as of the effective date of the reverse split.
4. Article Sixth of the Certificate of Amendment is hereby corrected to read as follows
In accordance with such Board of Directors and Stockholder authorizations and approvals, the Amended and Restated Certificate of Incorporation of the Corporation is hereby amended by adding the following new paragraph immediately after Section A of Article IV:
Effective at the close of business, Eastern Time, on the date of this Certificate of Amendment of the Amended and Restated Certificate of Incorporation is filed with the Secretary of State of the State of Delaware, each twenty five (25) outstanding shares of the Corporation’s Common Stock par value $0.001 per share, will be exchanged and combined, automatically, without further action, into one (1) share of Common Stock, and each twenty five (25) outstanding shares of the Corporation’s Preferred Stock, par value $0.001 per share, will be exchanged and combined, automatically, without further action, into one (1) share of Preferred Stock. Accordingly, as of the effective date, the number of authorized shares of the Corporation shall be reduced to 70,000,000shares of Common Stock and
1,000,000 shares of Preferred Stock.
IN WITNESS WHEREOF, said Corporation has caused this Certificate of Correction to be executed on the 28th day of February 2012.
