[8-K] Neonode Inc. Reports Material Event

Rhea-AI Filing Summary

On 3 July 2025, ContextLogic Inc. (ticker WISH) filed an 8-K announcing a Second Amended & Restated Agreement and Plan of Reorganization. The sole material change responds to Institutional Shareholder Services’ (ISS) recommendation that shareholders vote against the original proposal: the 4.9% Transfer Restrictions on post-reorganization stock will now expire no later than the third anniversary of the reorganization’s effectiveness. The revised definition is embedded in Article XIV of Easter Parent, Inc.’s certificate of incorporation.

The amendment, to be voted on at the 10 July 2025 Annual Meeting, will be deemed approved if shareholders vote “FOR” the Reorganization Proposal. No economic terms, consideration, or capital structure elements were modified. ContextLogic also intends to distribute additional shareholder communications (Exhibit 99.1) urging support.

Key investor takeaways

• The time-limited sunset directly removes ISS’s primary objection, increasing the likelihood of a favorable proxy-adviser recommendation and passage.
• Liquidity concerns are partially mitigated; holders may exceed 4.9% ownership after three years.
• The filing contains no new financial metrics; therefore near-term valuation remains unchanged.
• Full texts of the amended agreement (Exhibit 2.1) and certificate (Exhibit 3.1) are incorporated by reference.

Positive

• Transfer restrictions now automatically expire after three years, directly addressing ISS’s objection and improving likelihood of shareholder approval.
• Boards of all parties swiftly amended the agreement, demonstrating responsiveness to governance feedback and reducing execution risk.

Negative

• Ownership is still capped at 4.9% until the three-year sunset, which may deter strategic investors and limit liquidity in the near term.
• No additional financial or valuation data were provided, leaving investors without updated economic context for the reorganization.

Insights

Corporate Governance Expert

TL;DR Time-boxed transfer cap removes ISS hurdle, materially improving governance optics and passage odds—net positive, no financial dilution.

Detail: ISS’s “against” recommendation threatened the reorganization vote. By adding a hard three-year sunset, the board demonstrates responsiveness to shareholder-advisory concerns, aligning protective tax provisions with market-standard timelines. This should shift ISS (and Glass Lewis) to a neutral or supportive stance, materially increasing the probability that retail and indexed investors back the deal. Because no valuation terms changed, upside is chiefly in smoothing the transaction path rather than altering cash flows. Risk: transfer limits persist for three years, still constraining block accumulations and possibly depressing liquidity in the interim.

M&A Specialist

TL;DR Structural tweak is procedural; economic deal terms unchanged—impact modest but directionally positive.

The amendment is narrowly scoped, leaving consideration, exchange ratios, and strategic rationale intact. As such, deal economics and projected synergies stay neutral. However, mitigating governance friction lowers execution risk, a meaningful benefit in small-cap transactions where failed votes can be costly. No new cost disclosures or financing updates were provided, so overall investor value remains driven by previously disclosed metrics.

false 0000087050 0000087050 2025-07-03 2025-07-03 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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): July 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 5.07. Submission of Matters to a Vote of Security Holders.

On July 3, 2025, Neonode Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders. The following matters were submitted to the Company’s stockholders:

Proposal 1: Election of Directors

Mr. Ulf Rosberg and Mr. Peter Kruk were each reelected to the Board of Directors for a three-year term as a Class II director. The results of the votes were as follows:

Proposal		Votes For				Withheld				Broker Non-Votes
Elect Ulf Rosberg to a three-year term to the Board of Directors			6,356,045				4,832				548,144
Elect Peter Kruk to a three-year term to the Board of Directors			6,357,970				2,907				548,144

Proposal 2: Ratification of Independent Registered Public Accounting Firm

The stockholders ratified the selection Crowe LLP by the Audit Committee of the Board of Directors as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.

Proposal		Votes For				Votes Against				Abstentions				Broker Non-Votes
Ratification of Crowe LLP as the Company’s independent registered public accounting firm			5,063,484				682				1,844,855				0

Proposal 3: Say-On-Pay Vote

Stockholders indicated their approval, on an advisory basis, of the compensation of the Company’s named executive officers. The results of the votes were as follows:

Proposal		Votes For				Votes Against				Abstentions				Broker Non-Votes
Advisory vote on named executive officer compensation			4,513,433				5,159				1,842,285				548,144

1

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: July 3, 2025	NEONODE INC.
	By:	/s/ Fredrik Nihlén
	Name:	Fredrik Nihlén
	Title:	Chief Financial Officer

2

FAQ

What did ContextLogic (WISH) change in the reorganization agreement?

The Board added a clause stating that the 4.9% ownership transfer restriction will expire no later than three years after the reorganization becomes effective.

Why was the amendment necessary?

Institutional Shareholder Services recommended voting against the deal because the transfer restriction had no sunset; the three-year limit removes that concern.

Does the amendment affect the economic terms of the deal?

No. The filing states that no valuation, consideration, or other economic provisions were altered.

When will shareholders vote on the revised proposal?

At the Annual Meeting scheduled for July 10, 2025.

What happens if shareholders approve the reorganization proposal?

Approval will also be deemed approval of the new "Expiration Date" definition; no further board action is required to implement it.

Where can investors read the full amended documents?

The Second A&R Agreement (Exhibit 2.1) and amended certificate (Exhibit 3.1) are available within the 8-K filing on the SEC’s EDGAR system.