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SEC Company Response from Neonode Inc. (NEON) (CIK 0000087050) (NEON) — May 17, 2021

Neonode Inc. (NEON) (CIK 0000087050)
Date: May 17, 2021 · CIK: 0000087050 · Accession: 0001213900-21-026635

AI Filing Summary & Sentiment

File numbers found in text: 333-255964

Date
May 14, 2021
Author
Managing Director
Form
CORRESP
Company
Neonode Inc. (NEON) (CIK 0000087050)

Letter

11100 Santa Monica Blvd., Suite 800

Los Angeles, CA 90025

Tel: (310) 966-1444

www.brileyfin.com

May 14, 2021

VIA EDGAR

United States Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Attention: Beverly Singleton

Re: Neonode Inc. – Request for Acceleration

Registration Statement on Form S-3

File No. 333-255964

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, B. Riley Securities, Inc., as sales agent (the “Agent”) in connection with the offering pursuant to Rule 415 under the Securities Act described in the ATM Prospectus (the “ATM Prospectus”) forming a part of the Registration Statement on Form S-3 (File No. 333- 255964) (the “Registration Statement”), of Neonode Inc. (the “Company), hereby joins the request of the Company for the acceleration of the effective date of the Registration Statement, so that the Registration Statement may become effective at 4:30 p.m. Eastern Standard Time on Tuesday, May 18, 2021, or as soon thereafter as practicable.

The Corporate Financing Department (the “Department”) of the Financial Industry Regulatory Authority (“FINRA”) has reviewed the amount of compensation to be allowed or paid to underwriters and other broker dealers participating in the distribution of an offering pursuant to Rule 415 under the Securities Act under the Registration Statement, including the compensation to be paid to the Agent in connection with the offering described in the ATM Prospectus, and the Department has confirmed to the Company and the Agent in writing that it raises no objections with respect to the fairness and reasonableness of the proposed compensation terms and arrangements.

The Agent hereby authorizes Wendy Grasso, Esq. of Reed Smith LLP, attorney for the Company, to orally modify or withdraw this request for acceleration. The Agent requests that it be notified of such effectiveness by a telephone call to Ms. Grasso at (917) 993-3645.

B. RILEY SECURITIES, INC.

By: /s/ Seth Appel

Name: Seth Appel

Title: Managing Director

Show Raw Text
CORRESP
1
filename1.htm

    11100 Santa Monica Blvd., Suite 800

    Los Angeles, CA 90025

    Tel: (310) 966-1444

    www.brileyfin.com

May 14, 2021

VIA EDGAR

United States Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Attention: Beverly Singleton

Re: Neonode Inc. – Request for
Acceleration

Registration Statement on Form S-3

File No. 333-255964

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated
under the Securities Act of 1933, B. Riley Securities, Inc., as sales agent (the “Agent”) in connection with the offering
pursuant to Rule 415 under the Securities Act described in the ATM Prospectus (the “ATM Prospectus”) forming a part of the
Registration Statement on Form S-3 (File No. 333- 255964) (the “Registration Statement”), of Neonode Inc. (the “Company),
hereby joins the request of the Company for the acceleration of the effective date of the Registration Statement, so that the Registration
Statement may become effective at 4:30 p.m. Eastern Standard Time on Tuesday, May 18, 2021, or as soon thereafter as practicable.

The Corporate Financing Department
(the “Department”) of the Financial Industry Regulatory Authority (“FINRA”) has reviewed the amount of compensation
to be allowed or paid to underwriters and other broker dealers participating in the distribution of an offering pursuant to Rule 415 under
the Securities Act under the Registration Statement, including the compensation to be paid to the Agent in connection with the offering
described in the ATM Prospectus, and the Department has confirmed to the Company and the Agent in writing that it raises no objections
with respect to the fairness and reasonableness of the proposed compensation terms and arrangements.

The Agent hereby authorizes Wendy
Grasso, Esq. of Reed Smith LLP, attorney for the Company, to orally modify or withdraw this request for acceleration. The Agent requests
that it be notified of such effectiveness by a telephone call to Ms. Grasso at (917) 993-3645.

    B. RILEY SECURITIES, INC.

    By:
    /s/ Seth Appel

    Name:
    Seth Appel

    Title:
    Managing Director