Neonode Inc. — Major Shareholding Notification 2006

Feb 15, 2006

SC 13G/A 1 a06-5202_4sc13ga.htm AMENDMENT

SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE 13G/A

*Under the Securities Exchange Act of 1934 (Amendment No. 1)**

*SBE, INC.*

(Name of Issuer)

*COMMON STOCK, PAR VALUE $.001 PER SHARE*

(Title of Class of Securities)

*783873201*

(CUSIP Number)

*December 31, 2005*

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o	Rule 13d-1(b)
ý	Rule 13d-1(c)
o	Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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| CUSIP No. 783873201 — 1. | Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only) AIGH INVESTMENT PARTNERS, LLC | |
| --- | --- | --- |
| 2. | Check the Appropriate Box
if a Member of a Group (See Instructions) | |
| | (a) | o |
| | (b) | o |
| 3. | SEC Use Only | |
| 4. | Citizenship or Place of
Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power 788,120 |
| | 6. | Shared Voting Power 788,120 |
| | 7. | Sole Dispositive Power 788,120 |
| | 8. | Shared Dispositive Power 788,120 |
| 9. | Aggregate Amount
Beneficially Owned by Each Reporting Person 788,120 | |
| 10. | Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions) o | |
| 11. | Percent of Class
Represented by Amount in Row (9) 8.0% | |
| 12. | Type of Reporting Person
(See Instructions) OO | |

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Item 1.	(a)	Name of Issuer SBE, Inc.
	(b)	Address of Issuer’s
Principal Executive Offices 2305 Camino Ramon, Suite 200, San Ramon, CA 94583
Item 2.
	(a)	Name of Person Filing AIGH Investment Partners, LLC Orin Hirschman is the managing member of AIGH Investment Partners, LLC.
	(b)	Address of Principal Business
Office or, if none, Residence The principal business office of AIGH Investment Partners, LLC is 6006
Berkeley Ave., Baltimore, MD 21209.
	(c)	Citizenship AIGH Investment Partners, LLC is a Delaware limited liability company.
	(d)	Title of Class of
Securities Common Stock
	(e)	CUSIP Number 783873201
Item 3.	If this statement is filed
pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person
filing is a:
	(a)	o	Broker or dealer
registered under section 15 of the Act (15 U.S.C. 78o).
	(b)	o	Bank as defined in section
3(a)(6) of the Act (15 U.S.C. 78c).
	(c)	o	Insurance company as
defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
	(d)	o	Investment company
registered under section 8 of the Investment Company Act of 1940 (15 U.S.C
80a-8).
	(e)	o	An investment adviser in
accordance with §240.13d-1(b)(1)(ii)(E);
	(f)	o	An employee benefit plan
or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
	(g)	o	A parent holding company
or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
	(h)	o	A savings associations as
defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813);
	(i)	o	A church plan that is
excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
	(j)	o	Group, in accordance with
§240.13d-1(b)(1)(ii)(J).
		N/A

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Item 4.	Ownership
Provide the following
information regarding the aggregate number and percentage of the class of
securities of the issuer identified in Item 1.
	(a)	Amount beneficially
owned: 788,120 shares
	(b)	Percent of class: 8.0%
	(c)	Number of shares as to
which the person has: AIGH Investment Partners,
LLC
		(i)	Sole power to vote or to
direct the vote 788,120
		(ii)	Shared power to vote or to
direct the vote 788,120
		(iii)	Sole power to dispose or
to direct the disposition of 788,120
		(iv)	Shared power to dispose or
to direct the disposition of 788,120
Item 5.	Ownership of Five Percent
or Less of a Class
If this statement is being filed to report the fact
that as of the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of securities, check
the following o .
Item 6.	Ownership of More than
Five Percent on Behalf of Another Person
	N/A
Item 7.	Identification and
Classification of the Subsidiary Which Acquired the Security Being Reported
on By the Parent Holding Company or Control Person
	N/A
Item 8.	Identification and
Classification of Members of the Group
	N/A
Item 9.	Notice of Dissolution of
Group
	N/A
Item 10.	Certification
	By signing below I certify
that, to the best of my knowledge and belief, the securities referred to
above were not acquired and are not held for the purpose of or with the
effect of changing or influencing the control of the issuer of the securities
and were not acquired and are not held in connection with or as a participant
in any transaction having that purpose or effect.

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Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

| AIGH INVESTMENT
PARTNERS, LLC |
| --- |
| February 15, 2006 |
| Date |
| /s/ Orin Hirschman |
| Signature |
| Managing Member |
| Name/Title |

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