Attached files
| file | filename |
|---|---|
| EX-16.1 - LETTER FROM BDO DATED NOVEMBER 11, 2009. - Neonode Inc. | f8k11509a1ex16i_neonode.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
Amendment No.
2
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): November 5, 2009
NEONODE
INC.
(Exact
name of issuer of securities held pursuant to the plan)
Commission
File Number 0-8419
|
Delaware
|
94-1517641
|
|
|
(State
or other jurisdiction
of
incorporation)
|
(I.R.S.
Employer
Identification
No.)
|
Linnegatan
89, SE-115 23 Stockholm, Sweden&
651
Byrdee Way, Lafayette, CA. 94549
(Address
of principal executive offices, including Zip Code)
Registrant’s
telephone number, including area code:
+46 8 667 17 17 — Sweden
1 925 768 0620 — USA
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))
|
TABLE
OF CONTENTS
Item
4.01 Changes
in Registrant’s Certifying Accountant
Item
9.01 Financial
Statements and Exhibits
Signatures
Section
4 — Matters Related to Accountants and Financial Statements
Item
4.01 Changes in Registrant’s Certifying Accountant
On
November 5, 2009 BDO Feinstein International AB ("BDO"), informed Neonode Inc.
(the "Company") of its intent to resign as the Company's independent registered
public accounting firm.
On
November 6, 2009, the Audit Committee of the Board of Directors of the Company
approved the replacement of BDO with KMJ/ Corbin & Company (“KMJ”) as the
Company’s independent registered public accounting firm for the 2009 fiscal
year.
During
the fiscal years ended December 31, 2007 and December 31, 2008 and the
subsequent interim period through November 5, 2009, the Company had (i) no
disagreements with BDO on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, any of which
that, if not resolved to BDO’s satisfaction, would have caused it to make
reference to the subject matter of any such disagreement in connection with its
reports for such years and interim period and (ii) no reportable events within
the meaning of Item 304(a)(1)(v) of Regulation S-K.
BDO’s
reports on the Company’s consolidated financial statements for the fiscal years
ended December 31, 2007 and December 31, 2008 do not contain any adverse opinion
or disclaimer of opinion, nor are qualified or modified as to uncertainty, audit
scope, or accounting principles except with regard to the fact that the Company
has suffered recurring losses and negative cash flows from operations and has a
working capital deficiency that raise substantial doubt about its ability to
continue as a going concern. In addition, during the audit of the
Company’s consolidated financial statements for the year ended December 31,
2007, management determined that the Company had certain material weaknesses
relating to the Company’s revenue recognition policies and the accounting for
certain financing transactions, including convertible debt and derivative
financial instruments. Also, during the audit of the Company’s
consolidated financial statements for the year ended December 31, 2008,
management determined that the Company had certain material weaknesses relating
to the Company’s accounting for certain financing transactions, including
convertible debt and derivative financial instruments.
During
the fiscal years ended December 31, 2007 and December 31, 2008 and the
subsequent interim period through November 5, 2009, neither the Company nor
anyone on its behalf has consulted with KMJ regarding (i) the application of
accounting principles to a specific transaction, either completed or proposed,
(ii) the type of audit opinion that might be rendered on the Company’s financial
statements, (iii) any matter that was the subject of a disagreement within the
meaning of Item 304(a)(1)(iv) of Regulation S-K and the related
instructions to item 304 of Regulation S-K, or (iv) any reportable event
within the meaning of Item 304(a)(1)(v) of Regulation
S-K.
In
accordance with Item 304(a)(3) of Regulation S-K, the Company has provided
BDO a copy of the disclosures it is making in this Current Report on Form 8-K
prior to filing with the SEC and requested that BDO furnish the Company with a
letter addressed to the SEC stating whether or not BDO agrees with the above
statements. This letter has been filed as Exhibit 16.1 to this Form
8-K/A.
Section
9 — Financial Statements and Exhibits
Item 9.01 Financial Statements and
Exhibits
| Exhibit No. | Description |
| 16.1 | Letter from BDO dated November 11, 2009. |
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.
By: /s/ David W.
Brunton
Name: David W.
Brunton
Title: Chief
Financial Officer
Date:
November 23, 2009