Neonode News Release

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Neonode News Release

Beitrag  jaycee am Do 01 Jan 2009, 15:42

N
eonode Announces Completion of Restructuring and Financing TransactionsSAN RAMON, Calif., Dec 31, 2008 (BUSINESS WIRE) -- Neonode (NASDAQ: NEON), the Swedish mobile communication company
that develops touch screen technologies today announced that on December
29, 2008, the Company commenced entering into Note Conversion Agreements
with the holders of convertible notes and promissory notes of the
Company's note holders in the aggregate amount of up to $6,341,611, for
the issuance of up to 250,000 shares of Series A Preferred Stock in
exchange for the surrender of the Convertible Notes by the note holders.
To date the Company has entered into Note Conversion Agreements for the
surrender of notes in the aggregate amount of $6,187,930 in
consideration for the issuance of 232,915.52 shares of Series A
Preferred Stock.
In addition, on December 29, 2008, the Company commenced entering into
Warrant Conversion Agreements with the holders of warrants for the
purchase of shares, notes, and/or additional warrants of the Company,
for the issuance of up to 100,934 shares of Series B Preferred Stock in
exchange for the surrender of the warrants by the warrant holders. To
date the Company has entered into Warrant Conversion Agreements for the
issuance of 76,491.41 shares of Series B Preferred Stock. The Company
will continue to accept warrant conversion agreements until January 25,
2009.

Furthermore, on December 29, 2008, the Company commenced entering into
Subscription Agreements with certain subscribers (the "Subscribers"),
for the issuance of up to 150,000 shares of Series A Preferred Stock to
the Subscribers, at a price equal to $10 per share, for an aggregate
purchase price of up to $1,500,000. To date, Subscribers have signed
Subscription Agreements and have agreed to invest an aggregate of
$959,404 in the Company.

On December 30, 2008, the Company entered into a Share Exchange
Agreement with AB Cypressen 9683 (Cypressen), a touch screen engineering
services company located in Stockholm, Sweden, where the Company agreed
to acquire all of the outstanding shares of Cypressen in exchange for
the issuance of 495,000 shares of Series A Preferred Stock to the
Cypressen Stockholders. Pursuant to the terms of the Share Exchange
Agreement, upon the closing of the transaction, Cypressen will become a
wholly-owned subsidiary of the Company.

In accordance with the NASDAQ rules, shareholder approval is a
prerequisite to any modification of the conversion rate and subsequent
issuance of common stock securities and, as such, no shares of the
preferred stock issued in these transactions can be converted into
common stock other than on a 1 for 1 basis until the required
shareholder approval is obtained. The Company is planning to hold a
shareholder meeting by March 30, 2009.

The completion of the foregoing transactions allows the Company to
regain compliance with Nasdaq Marketplace Rule 4310(c)(3)(A) (the
"Rule") which requires the Company to maintain a minimum stockholders'
equity of $2,500,000 and provides sufficient shareholders' equity to
maintain compliance with the Rule. The Company has also paid the
$43,615.08 past due Nasdaq listing fees. There can be no assurance that
the Nasdaq Listings Qualifications Panel will grant the Company's
request for continued listing.

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