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
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File numbers found in text: 333-255964
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CORRESP
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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