NEONODE INC.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON JUNE 8, 202111, 2024

Stockholders of Neonode Inc.:

Notice is hereby given that the 20212024 Annual Meeting of Stockholders of Neonode Inc., a Delaware corporation (“Neonode”), will be held on Tuesday, June8, 2021 11, 2024 at 3:00 p.m. local time at Neonode’s principal executive office located at Karlavägen 100, 115 26 Stockholm, Sweden, to conduct the following business:

1.      To elect one Class I director to serve on the Board of Directors of Neonode until the 20242027 Annual Meeting of Stockholders or until such person’s successor ispersons’ successors are duly elected and qualified, or until earlier death, resignation, or removal;

2.      To ratify the appointment of KMJ Corbin and Company LLP as Neonode’s independent registered public accounting firm for the fiscal year ending December31, 2021;2024;

3.      To approve, on an advisory basis, the compensation of Neonode’s named executive officers;

4.      To approve, on an advisory basis, the frequency of the advisory vote on the compensation of Neonode’s named executive officers; and

4.5.      To transact any other business that may properly come before the Meeting or any adjournment or postponement thereof.

The Board of Directors is monitoring the public health impact and travel concerns relating to the coronavirus (COVID-19) and the protocols that authorities may impose. Due to public health or related factors, the time, date and/or location of the 2021 Annual Meeting of Stockholders may need to be changed. Any change will be announced via press release, posted at www.neonode.com, and filed as additional proxy materials with the Securities and Exchange Commission.

The record date for the 20212024 Annual Meeting of Stockholders is April19, 2021. 22, 2024. Only stockholders of record, or their proxies, at the close of business on that date may vote at the 20212024 Annual Meeting of Stockholders or any adjournment or postponement thereof.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of
Stockholders to be Held on Tuesday, June8, 2021:

11, 2024:

This notice, the proxy statement, the proxy card, and Neonode’s annual report on Form 10-K10-K
are available at http://www.astproxyportal.com/ast/22427.

TABLE OF CONTENTS

NEONODE INC.

PROXY STATEMENT FOR THE 20212024 ANNUAL MEETING

This proxy statement is furnished by and on behalf of the Board of Directors of Neonode Inc., a Delaware corporation (“we”, “us”, “our”, “company,” or “Neonode”), in connection with the 2024 Annual Meeting of Stockholders of Neonode (the “2021“2024 Annual Meeting”).

The 20212024 Annual Meeting will be held on Tuesday, June 8, 202111, 2024 at 3:00 p.m. local time at Neonode’s principal executive office located at Karlavägen 100, 115 26 Stockholm, Sweden.

We intend to hold the 2021 Annual Meeting in person. However, we are monitoring the public health impact and travel concerns relating to the coronavirus (COVID-19) and the protocols that authorities may impose. Due to public health or related factors, the time, date and/or location of the 2021 Annual Meeting of Stockholders may need to be changed. Any change will be announced via press release, posted at www.neonode.com, and filed as additional proxy materials with the Securities and Exchange Commission.

As always, we encourage you to vote your shares prior to the 20212024 Annual Meeting.

This proxy statement and accompanying materials are first being sent or givenmade available to stockholders on approximately April 26, 2021.2024.

Questions and Answers About the 20212024 Annual Meeting

What is the purpose of the 20212024 Annual MeetingMeeting??    

At the 20212024 Annual Meeting, stockholders will be asked to:

•        elect one Class I director to Neonode’s Board of Directors for a term of three years;

•        ratify the appointment of KMJ Corbin and Company LLP as Neonode’s independent registered public accounting firm for the fiscal year ending December31, 2021; andDecember 31, 2024;

•        hold an advisory vote on the compensation of Neonode’s named executive officers (the “say-on-pay” vote); and

•        hold an advisory vote on the frequency of the advisory vote on the compensation of Neonode’s named executive officers (the “say-on-frequency” vote).

Stockholders may also may be asked to act on any other business that may properly come before the meeting. Members of our company’s management will be present at the meeting to respond to appropriate questions from stockholders.

Who is entitled to votevote??

The record date for the 20212024 Annual Meeting is April 19, 2021.22, 2024. Only stockholders of record at the close of business on that date are entitled to vote at the meeting. As of the record date, 11,504,66515,359,481 shares of our common stock were issued and outstanding.

What is the difference between being a “record holder” and holding shares in “street name”??    

A record holder is listed as a stockholder on the share register of our company. Shares held in “street name” are held of record in the name of a brokerage firm or bank as a nominee for the benefit of another person.

Am I entitled to vote if my shares are held in “street name”?

If your shares are held by a broker or bank, you are considered the beneficial owner of shares held in “street name”. If your shares are held in street name, proxy materials should be forwarded to you by the record holder if it is a broker or bank along with a voting instruction form. As the beneficial owner, you may direct your broker or bank record holder how to vote your shares, and your broker or bank is required to vote your shares in accordance with your instructions.

What is the quorum requirementrequirement??

A quorum is necessary to hold a valid meeting. A quorum will be present if a majorityat least one-third of the outstanding shares of the Company eligible to vote are represented in person or by proxy at the meeting. Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker or bank, or other nominee record holder) or if you vote in person at the meeting. Abstentions and broker non-votes will be counted towards the quorum requirement.

What is a broker nonnon-vote?-vote?

If you are a “street name” beneficial owner but do not provide voting instructions to your broker record holder, then under applicable rules your broker may only exercise discretionary authority to vote on routine matters. Of the items described in this proxy statement, it is our understanding that only Proposal 2 will be considered a routine matter. By contrast, a broker may not exercise discretionary authority to vote on non-routine matters. This lack of discretionary authority is called a “broker non-vote.” It is our understanding that Proposals 1, 3, and 34 will be treated as non-routine matters.

How will broker non-votesnon-votes be treatedtreated??

Broker non-votes will be treated as shares present for quorum purposes, but not considered entitled to vote on that matter.

What are the recommendations of the Board of DirectorsDirectors??

The Board of Directors recommends that you vote:

•        FOR the election to the Board of Directors of the Class I nominee named in this proxy statement;

•        FOR the ratification of KMJ Corbin and Company LLP as independent registered public accounting firm for the fiscal year ending December 31, 2021; and2024;

•        FOR the approval, on an advisory basis, of the compensation of the named executive officers; and.

•        FOR the approval, on an advisory basis, of the frequency of the advisory vote on the compensation of the named executive officers.

How many votes are required to elect the director nomineenominee??

The affirmative vote of a plurality of the shares cast at the 20212024 Annual Meeting is required to elect the Class I director pursuant to Proposal 1. This means that the nominee who receives more affirmative votes than any other person will be elected the Class I director.

How many votes are required to ratify the appointment of our independent registered public accounting firmfirm??

The affirmative vote by the shares constituting a majority of the votes cast at the 20212024 Annual Meeting is required to ratify Proposal 2.

Proxy Solicitation

We will bear the entire cost of this proxy solicitation. Our directors, officers and regularly engaged employees may solicit proxies personally or by mail, telephone, facsimile, internet or other electronic means, for which solicitation they will not receive any additional compensation. We will reimburse brokerage firms, banks, custodians, and other fiduciaries for their out-of-pocket expenses in forwarding solicitation materials to beneficial owners upon our request.

Notice and Access

We are using the “Notice and Access” method of posting the proxy materials online instead of mailing printed copies. We believe that this process will provide you with a convenient and quick way to access the proxy materials, including this proxy statement and our annual report, and to authorize a proxy to vote your shares, while allowing us to conserve natural resources and reduce the costs of printing and distributing the proxy materials.

Most stockholders will not receive paper copies of the proxy materials unless they request them. Instead, a Notice and Access card, which has been mailed to our stockholders of record, provides instructions regarding how you may access or request all of the proxy materials by telephone, e-mail, or online.online, as applicable. The Notice and Access card also instructs you how to submit your proxy via the mail or online. If you prefer to receive a paper or e-mail copy of the proxy materials, you should follow the instructions for requesting such materials printed on the Notice and Access card.

If your shares are held by a brokerage firm or bank on your behalf in “street name”, you as beneficial owner should receive a Notice and Access card that instructs you how to provide your broker or bank with voting instructions for your shares. Most brokers and banks enable beneficial owners to provide voting instructions via the mail, online, or other means.

It is important that your shares be represented at the 20212024 Annual Meeting
and voted in accordance with your wishes. Whether or not you plan to attend the meeting,
please complete a proxy as promptly as possible so that your shares will be voted at the 20212024 Annual Meeting.
This will not limit your right to vote in person or to attend the meeting.

PROPOSAL 1 — ELECTION OF CLASS I DIRECTOR

One person will be elected at the 20212024 Annual Meeting to serve as a Class I director of the Board of Directors of our company.Directors. The elected Class I director is expected to serve until the 20242027 Annual Meeting of Stockholders or until such person’s successor is duly elected and qualified, or until their earlier death, resignation, or removal.

The Board of Directors has nominated Mattias BergmanCecilia Edström for reelection as athe Class I director of the Board of Directors.

Mr. Bergman haveMrs. Edström has expressed histheir willingness to continue to serve as membersa member of the Board.Board of Directors. If heshe becomes unavailable to serve as a director for any reason (which event is not anticipated), the shares represented by proxy may (unless such proxy contains instructions to the contrary) be voted for such other person asa substitute nominee chosen by the Board of Directors or the number of directors constituting the Board of Directors may be determined byreduced in accordance with the proxy holder(s).Company’s certificate of incorporation and bylaws.

Biographical information about Mr. BergmanMrs. Edström is provided under “Nominee and Continuing Directors” in the Board“Board Matters and Corporate GovernanceGovernance” section below.

Required Vote and Recommendation

Directors are elected by a plurality of the votes of the holders of common stock present in person or by proxy and entitled to vote at the meeting. Provided a quorum is present, the nominee receiving the highest number of affirmative votes will be elected as the Class I director.

Abstentions and broker non-votes will not be counted as votes cast and will have no effect on the result of the vote, although they will count towards the presence of a quorum. Properly executed and unrevoked proxies will be voted “FOR” the nominee of the Board of Directors unless contrary instructions are indicated in the proxy.

The Board of Directors recommends that you vote “FOR” the election of
the Board of Directors’ nominee for the Class I director.

BOARD MATTERS AND CORPORATE GOVERNANCE

Composition of the Board of Directors

In accordance with the Restated Certificate of Incorporation of Neonode Inc., as amended (our “Certificate of Incorporation”), the Board of Directors exclusively determines the number of directors that compose the Board.Board of Directors. By resolution, the Board of Directors has fixed the size of the Board of Directors at four members currently.

The Board of Directors is divided into three classes in accordance with our Certificate of Incorporation. Each class has a three-year term. Currently, one member of the Board of Directors serves in Class I, one member serves in Class II, and two members serve in Class III.

Our Certificate of Incorporation provides that any vacancies on the Board of Directors may be filled only by persons elected by a majority of the remaining directors. A director elected by the Board of Directors to fill a vacancy in a class may serve for the remainder of the full term of that class, and until the director’s successor is elected and qualified.

Nominee and Continuing Directors

The identities and biographies of each nominee and continuing member to the three classes of the Board of Directors serving staggered, three-year terms are as follows:

Class I Director for Election at the 20212024 Annual Meeting:Meeting

Mattias BergmanCecilia Edström, age 54,58, has served as a director of the Company since 2018May 2022. She currently serves as a board member of A3P Biomedical, BioArctic AB and Flerie Invest AB, as well acting CFO of A3P Biomedical AB. She has extensive experience in operations and executive management positions as well as board experience across several industries. She previously was a member of the board of Bactiguard, a Swedish company with a focus on infection prevention, and prior to that held various roles in the company, including Chief Executive Officer and Chief Financial Officer with responsibility for business development. She has a B.Sc. from Stockholm School of BIL Sweden, an industry association for Swedish manufacturers and importers of passenger cars, buses and trucks. He previously served between 2013 and 2018 as a senior advisor and officer, including as President, of NEVS, a developer and manufacturer of electric vehicles and mobility services based on the assets of SAAB Automobile. From 2010 to 2012, Mr. Bergman held the position of Vice President of Springtime, a Swedish public relations and communication agency, where he expanded its international presence including into China and India. From 1991 to 2010, he held different leading roles in the Swedish Trade Council (today called Business Sweden) and rotated in China, Japan and Korea.Economics.

The Board of Directors has concluded that Mr. BergmanMrs. Edström should serve as director because of hisher extensive experience in the automotive industryoperations and his knowledge of business developmentexecutive management positions and management, particularly in Asia.her board experience across several industries.

Class II Director Continuing in Office with Term Expiring at the 20222025 Annual Meeting:Meeting

Ulf Rosberg, age 55,58, has served as a director since September 2017. Mr. Rosberg currently serves as Chief Executive Officer of UMR Invest AB, a private holding company, and as Chairman of Payair Technologies AB. He previously served in various leadership positions at Nordic Capital AB from 1994 until June 2017, including as investment manager, director, partner, and most recently as senior advisor since 2012. Prior to joining Nordic Capital, Mr. Rosberg held corporate finance positions with SEB Investment Banking and Leimdörfer & Partners.

The Board of Directors has concluded that Mr. Rosberg should serve as director because of his investment and financial experience, his significant ownership position in our company, and his service to our company as Chairman of the Board of Directors.

Class III Directors Continuing in Office with Term Expiring at the 20232026 Annual Meeting:Meeting

Peter Lindell, age 67,69, has served as a director since June 2019. Mr. Lindell currently serves as Chairman and a board member infor several companies where he also is an owner. He is Chief Executive Officer of Cidro Holding, a private holding company, and Chairman of Rite Internet Ventures Holding, Innohome Group OY and Acervo AB. He is also a board member of Frank Dandy Holding AB and Acervo AB. He also is a board member of Storevision Holding AB. Mr. Lindell has worked in the private equity market for more than twenty years as an investor and board member. He previously worked in the information technology and computer industry in various management positions.

The Board of Directors has concluded that Mr. Lindell should serve as director because of his board experience, understanding of the private equity markets, and his significant ownership position in our company.

The Audit Committee, which was established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), oversees our company’s corporate accounting and financial reporting process, the audits of our company’s financial statements, and the integrity of financial reports and other financial information provided by our companywe provide to the government and the public. The Audit Committee’s authority and responsibilities are specified in its charter and include:

•        determining whether to retain or terminate the existing independent registered public accounting firm or to appoint and engage a new independent registered public accounting firm;

•        reviewing and approving the retention of the independent registered public accounting firm to perform any proposed permissible non-audit services;

•        discussing with management and with the independent registered public accounting firm the results of the annual audit and the results of the quarterly financial statements;

•        reviewing the financial statements to be included in the Annual Report on Form 10-K;

•        conferring with management and the independent registered public accounting firm regarding the effectiveness of internal controls over financial reporting; and

•        establishing procedures for the receipt, retention, and treatment of complaints received regarding accounting, internal accounting controls, or auditing matters, and the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters.

Compensation, Nomination and Governance CommitteeCommittee..    

The current members of the CNG Committee are Mattias Bergman,Cecilia Edström, Peter Lindell and Ulf Rosberg. Mr. BergmanMrs. Edström is Chairman of the CNG Committee.

The CNG Committee reviews all components of executive officer and director compensation and assists the Board of Directors on matters relating to the identification, selection, and qualification of directors and overseeing and making recommendations regarding corporate governance matters. The CNG Committee’s authority and responsibilities are specified in its charter and include:

•        reviewing and approving the compensation and other terms of employment of the chief executive officer;

•        reviewing and approving corporate performance objectives and goals relevant to the compensation of the chief executive officer;

•        reviewing and approving the compensation and other terms of employment of the other executive officers;

•        administering and reviewing incentive-based or equity compensation plans of the executive officers and other employees;

•        developing and recommending to the Board of Directors criteria for selecting qualified director candidates;

•        identifying individuals qualified to become members of the Board of Directors;

•        evaluating and selecting, or recommending to the Board of Directors, director nominees for each election of directors;

•        considering committee member qualifications, appointment, and removal;

•        recommending codes of conduct and codes of ethics applicable to our company; and

•        providing oversight in the evaluation of the Board of Directors and each committee.

recommendations submitted to the CNG Committee by the chief executive officer. In the case of the chief executive officer, the evaluation of his performance is conducted by the CNG Committee, which determines any adjustments to his compensation as well as awards to be granted. The agenda for meetings of the CNG Committee typically is determined by its chairman, with the assistance of the chief executive officer and chief financial officer. For equity grants, the CNG Committee generally selects an exercise price that is not less than the closing price of shares of our common stock on The Nasdaq Capital Market on the grant date.

To perform its duties, the CNG Committee has the authority to retain or terminate any consulting firm used to evaluate director or executive compensation, and to determine and approve the terms, costs and fees for such engagements. The CNG Committee did not retain such a consultant in 20202023 and has not engaged such a consultant for 2021.2024.

Nominating and Governance Function

The CNG Committee believes that candidates for director should have certain minimum qualifications, including being able to read and understand basic financial statements, being over 21 years of age and possessing personal integrity and ethics. The CNG Committee also considers factors such as whether a candidate possesses relevant expertise upon which to be able to offer advice and guidance to management, has sufficient time to devote to the affairs of our company, has demonstrated excellence in his or her field, has the ability to exercise sound business judgment, and has the commitment to rigorously represent the long-term interests of our stockholders. The CNG Committee retains the right to modify these qualifications from time to time.

The CNG Committee does not have a specific policy with respect to the consideration of diversity in identifying director nominees. Candidates are reviewed in the context of the current composition of the Board of Directors and whether it reflects the appropriate balance of independence, sound judgment, business specialization, technical skills, diversity, and other desired qualities. The CNG Committee seeks to have a Board of Directors with a diversity of background and experience.

In the case of an incumbent director whose term of office is set to expire, the CNG Committee reviews the director’s overall service to our company during his or her term, including the number of meetings attended, level of participation, quality of performance, and any other relationships and transactions that might impair the director’s independence or judgment. In the case of new director candidates, the CNG Committee determines whether the candidate will be independent pursuant to applicable SEC and Nasdaq rules and regulations. The CNG Committee may conduct appropriate and necessary inquiries into the backgrounds and qualifications of current or possible nominees. To date, the CNG Committee has not paid a fee to any third party to assist in the process of identifying or evaluating director candidates.

The CNG Committee will consider director candidates recommended by stockholders. The CNG Committee does not intend to alter the manner in which it evaluates a candidate as described above for nominees based on whether the candidate was recommended by a stockholder. Since

On March 8, 2023, the beginningBoard of 2020, there have beenDirectors amended and restated our Bylaws in order to, among other things, (i) address the universal proxy rules recently adopted by the SEC, by clarifying that no material changesperson may solicit proxies in support of a director nominee other than the Board of Directors’ nominees unless such person has complied with Rule 14a-19 under the Exchange Act, including applicable notice and solicitation requirements, and (ii) modify the advance notice bylaws to (a) require that any stockholder seeking to nominate persons for election to the procedures by whichBoard of Directors or to present other business for consideration at a meeting of stockholders may recommend director candidates.must be a stockholder at the time of the meeting and be entitled to vote at the meeting and (b) require certain additional information from stockholders seeking to nominate persons for election to the Board of Directors or to present other business for consideration at a meeting of stockholders and updates to such information if necessary.

Stockholders may directly nominate a person for director only by complying with the procedure set forth in theour Bylaws, of our company, which in summary requires that the stockholder submit the name of the nominee in writing to our corporation secretary not less than 60 days nor more than 90 days prior to the first anniversary of the date of the preceding year’s annual meeting; provided, however, that in the event that no annual meeting was held in the previous year or the date of the annual meeting has been changed by more than 30 days from the date contemplated at the time of the previous year’s proxy statement, notice by the stockholder to be timely must be so received not earlier than the close of business on the 90th day prior to such annual meeting and not later than the close of business on the later of the 60th day prior to such annual meeting or, in the event public announcement of the date of such annual meeting is first made by our companyus fewer than 70 days prior to the date of such annual meeting,

Directors do not receive per-meeting fees. The members of the Board of Directors are eligible for reimbursement for their expenses incurred in attending Board of Directors meetings.

As of December 31, 2023, none of the directors held any stock or option awards.

Communication with the Board of Directors

Stockholders, or anyone else wishing to contact the Board of Directors directly, may send a written communication to Corporation Secretary, Neonode Inc., Karlavägen 100, 115 26 Stockholm, Sweden. Our corporation secretary will forward such correspondence only to the intended recipients, whether the entire Board of Directors or only an individual member of the Board.Board of Directors. However, prior to forwarding any correspondence, our corporation secretary may review such correspondence and, at her discretion, may not forward certain items if deemed to be of a commercial nature or in bad faith.

PROPOSAL 2 — RATIFICATION OF APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee of the Board of Directors has selected KMJ Corbin and Company LLP as our company’s independent registered public accounting firm for the fiscal year ending December 31, 2021,2024, and the Board of Directors is asking stockholders to ratify that selection. AWe do not expect a representative of KMJ Corbin and Company LLP is not expected to be present at the 20212024 Annual Meeting.

Although ratification is not required by theour Bylaws of our company or otherwise, the Board of Directors considers the selection of the independent registered public accounting firm to be an important matter of stockholder concern and is submitting the selection of KMJ Corbin and Company LLP for ratification by stockholders as a matter of good corporate practice. If the selection is not ratified, the Audit Committee will consider whether it is appropriate to select another independent registered public accounting firm. Even if the selection is ratified, the Audit Committee at its discretion may select a different independent registered public accounting firm at any time during the year if it determines that such a change would be in theour best interest of our company.interest.

Required Vote and Recommendation

Ratification of the appointment of KMJ Corbin and Company LLP as our company’s independent registered public accounting firm for the fiscal year ending December 31, 20212024 requires the affirmative vote by the shares constituting a majority of the votes cast by the holders of shares of our common stock present in person or by proxy and entitled to vote at the meeting.

Abstentions and broker non-votes, if any, will not be counted as votes cast and will have no effect on the result of the vote, although they will count towards the presence of a quorum. We do not expect any broker non-votes on this matter as this is generally treated as a routine matter. Properly executed and unrevoked proxies will be voted FOR Proposal 2 unless contrary instructions are indicated in the proxy.

The Board of Directors recommends that you vote “FOR” the ratification of the appointment
of KMJ Corbin and Company LLP as Neonode’s independent registered public accounting firm
for the fiscal year ending December31, 20212024.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The following table lists aggregate fees billed to us for the fiscal years ended December 31, 20202023 and 2019,2022 by KMJ Corbin and Company LLP, our company’s independent registered public accounting firm.

Audit Fees represent aggregate fees billed for professional services rendered for the audit of our annual consolidated financial statements and internal control over financial reporting, the review of the condensed consolidated financial statements included in our quarterly reports, and the review of registration statements including consents provided therewith and related matters.

Pre-Approval of Audit and Non-Audit Services

Pursuant to applicable law, and as set forth in the terms of its charter, the Audit Committee of the Board of Directors is responsible for appointing, setting compensation for, and overseeing the work of our company’s independent registered public accounting firm. Any audit or non-audit services proposed to be performed are considered by and, if deemed appropriate, approved by the Audit Committee in advance of the performance of such services. All of the fees earned by KMJ Corbin and Company LLP described above were attributable to services pre-approved by the Audit Committee.

REPORT OF THE AUDIT COMMITTEE

The Audit Committee of the Board of Directors of Neonode assists the Board of Directors in its oversight of Neonode’s accounting and financial reporting process and interacts directly with and evaluates the performance of Neonode’s independent registered public accounting firm.

Management is responsible for Neonode’s internal controls and the financial reporting process. The independent registered public accounting firm is responsible for performing an independent audit of Neonode’s consolidated financial statements and assessment of Neonode’s internal control over financial reporting in accordance with standards of the Public Company Accounting Oversight Board and for issuing a report thereon. The Audit Committee’s responsibility is to monitor and oversee these processes.

The Audit Committee has reviewed and discussed the audited consolidated financial statements of Neonode for the fiscal year ended December 31, 20202023 with management and KMJ Corbin and Company LLP. The Audit Committee also has discussed with KMJ Corbin and Company LLP the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the Commission. In addition, the Audit Committee has received the written disclosures and the letter from KMJ Corbin and Company LLP required by the applicable requirements of the Public Company Accounting Oversight Board regarding KMJ Corbin and Company LLP’s communications with the Audit Committee concerning independence, and the Audit Committee has discussed with KMJ Corbin and Company LLP their independence.

Based on the review and discussions referred to above, the Audit Committee recommended to the Board of Directors, and the Board of Directors approved, that the audited consolidated financial statements of Neonode be included in Neonode’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020,2023, which was filed with the Securities and Exchange CommissionSEC on March 10, 2021.February 28, 2024.

The foregoing Report of the Audit Committee is not soliciting material, shall not be deemed filed
with the Securities and Exchange CommissionSEC and shall not be incorporated by reference in any filing of
Neonode under the Securities Act of 1933, as amended, or the Securities Exchange Act, of 1934, as amended,
whether made before or after the date hereof and irrespective of any general incorporation
language in any such filing.

PROPOSAL 4 — ADVISORY VOTE ON THE FREQUENCY OF THE ADVISORY VOTE ON NAMED EXECUTIVE OFFICERS COMPENSATION

The Dodd-Frank Act also requires that we provide our stockholders with the opportunity to vote, on a nonbinding, advisory basis, for their preference as to how frequently we should seek future advisory votes on the compensation of our named executive officers, such as Proposal 3 included in this proxy statement. By voting with respect to this Proposal 4, which we refer to as the advisory vote on named executive officers compensation and is also known as the “say-on-frequency” vote, stockholders may indicate whether they would prefer that we conduct future advisory votes on named executive officers compensation once every one, two, or three years. Stockholders also may abstain from casting a vote on this proposal.

The Board of Directors believes that an advisory vote on named executive officers compensation that occurs every year is the most appropriate alternative for our company, and therefore the Board of Directors recommends that stockholders vote for a one-year interval for the advisory vote on named executive officers compensation. In determining to recommend a vote for a frequency of every year, the Board of Directors considered that a one-year frequency has become the standard frequency for public companies and that an annual vote affords our stockholder greater opportunity to provide feedback to the management team of our company and the Board of Directors.

Required Vote and Recommendation

Holders of shares of our common stock present in person or by proxy and entitled to vote at the meeting have the opportunity to choose among four options (every one year, two years, or three years, or abstaining) as to the frequency of the advisory vote on named executive officers compensation.

Because the vote is advisory, it is not binding on our company, the Board of Directors, or the Compensation Committee. The Board of Directors and the Compensation Committee will take into account the outcome of the vote, however, when considering the frequency of future advisory votes on named executive officers compensation. The Board of Directors may decide that it is in the best interests of our stockholders and our company to hold an advisory vote on named executive officers compensation more or less frequently than the frequency chosen by our stockholders.

Abstentions and broker non-votes will not be counted as votes cast and will have no effect on the result of the vote, although they will count towards the presence of a quorum. Properly executed and unrevoked proxies will be voted for “ONE-YEAR” unless contrary instructions are indicated in the proxy.

The Board of Directors recommends that you vote for the option of every one-year as the preferred frequency
for the advisory vote on named executive officers compensation.

EXECUTIVE OFFICERS

Information about our current executive officers and executive officers during 2020 and currently is as follows:

Urban ForssellFredrik Nihlén, age 51,41, commenced employment as President and Chief Executive Officer of our company on January1, 2020. He previously served since September 2013 as a Vice President and between March 2011 and August 2013 as a General Manager at Öhlins Racing AB. His positions at Öhlins Racing included responsibility for sales and marketing of MC and Automotive suspension systems, research and development, and quality assurance. Prior to joining Öhlins Racing, Mr. Forssell served as Manager at Autoliv Electronics AB between September 2010 and February 2011. Prior to that, he served as President and Chief Executive Officer at NIRA Dynamics AB between May 2001 and August 2010.

Maria Ek, age 50, has served as Vice President, Finance, Chief Financial Officer, Treasurer and Secretary of our company since June 1, 2019 and also served as interim Chief Executive Officer of our company between October 22, 2019 and December 31, 2019. Prior to becoming an executive officer, Ms. Ek served as corporate controller of our company between December 2018 and May 2019. Prior to joining our company, she served as Global Head of Accounting for Digital Route AB between 2014 and 2018. Prior to that, Mr. Ek served as Group Financial Manager and in other finance capacities at 24 Mobile Advertising Solutions AB between 2010 and 2014. She additionally has held various financial and accounting positions at media and international organizations.

Appointment of New Chief Financial Officer — Frederik Nihlén

As reported in a Current Report on Form 8-K filed on March 31, 2021, on March 30, 2021, the Board of Directors approved the appointment of Fredrik Nihlén as Chief Financial Officer of our company, to become effective on or about August 2, 2021, following a notice period to Mr. Nihlén’s current employer (the “Effective Time”).

2021. Mr. Nihlén age 38, haspreviously served as Finance Director IFS Nordics at IFS Sverige AB (“IFS”) since November 2019. Prior to joining IFS, Mr. Nihlén held the position of Group Chief Financial Officer at Cinnober Financial Technology AB from September 2018 to October 2019. Before this Mr. Nihlén served as Head of Finance at DIBS Payment Services (“DIBS”) from 2016 to 2018 and Business Controller at DIBS from 2013 to 2016.

EXECUTIVE COMPENSATION

Summary Compensation Table (2020(2023 and 2019)2022)

The following table presents information regarding compensation earned by theour former President and Chief Executive Officer and Interim President and Chief Executive Officer and Chief Financial Officer (the “named executive officers of our company duringofficers”) for the years ended December 31, 20202023 and 2019 (the “named executive officers”).2022. Our executives are compensated in Swedish Kronor (“SEK”); accordingly, for purposes of this table, compensation paid in SEK has been converted to U.S. dollars at an approximate weighted average exchange rate of 9,205310.6130 SEK and 9.457410.3921 SEK to one U.S. dollar for the years ended December 31, 20202023 and 2019,2022, respectively.

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(1)      IncludesFor Mr. Forssell, for 2023, this amount includes salary payments of SEK 2,250,000 (approximately US$212,004) and cash payments in lieu of vacation time of $8,213 toSEK 282,906 (approximately $26,657), and for 2022, this amount includes salary payments of SEK 2,184,000 (approximately US$210,159) and cash payments in lieu of vacation time of SEK 283,122 (approximately $27,244).

          For Mr. Nihlén, for 2023, this amount includes salary payments of SEK 1,524,000 (approximately US$143,597) and cash payments in lieu of vacation time of SEK 205,524 (approximately $19,365), and for 2022, this amount includes salary payments of SEK 1,476,000 (approximately US$142,031) and cash payments in lieu of vacation time of SEK 125,874 (approximately $12,112).

(2)      Mr. Forssell received a bonus of SEK 112,500 (approximately US$10,600) for 2020 and $12,223 and $16,066 to Ms. Ek for 2020 and 2019, respectively.

(2)      The bonuses reported were earned for 2020 performance, but2023, which was paid in March 2021.February 2024 and a bonus of SEK 218,400 (approximately US$21,016) for 2022, which was paid in February 2023.

          Mr. Nihlen received a bonus of SEK 30,480 (approximately US$2,872) for 2023, which was paid in February 2024 and a bonus of SEK 59,040 (approximately $5,681) for 2022, which was paid in February 2023.

(3)      RepresentsAmounts reflect the aggregatefull grant date-date fair value of the stock award for 17,797 sharesawards granted to Mr. Forssell in December 2020 under our 2020 Stock Incentive Plan, determinedduring 2022 computed in accordance with FASB ASC Topic 718. For a discussion ofWe provide information regarding the assumptions and methodologies used to calculate the value theof these stock awards granted, seein Note 9 “Stock-Based Compensation” to the consolidated financial statements included in our Annual Reportannual report on Form 10-K for the fiscal year ended December 31, 2020. These shares were fully vested as of the date of grant, but subject to a repurchase right by our company upon Mr. Forssell’s termination of service, pursuant to our Share Reacquisition Policy.2022.

(4)      For Mr. Forssell, the amount for 20202023 includes $57,545SEK 608,817 (approximately US$57,366) in matching contributions to the Swedish defined contribution plan, and $1,390 inas well as healthcare insurance premiums. For Ms. Ek, thepremiums, parking benefit and travel allowance. The amount for 20202022 includes $19,373SEK 569,275 (approximately US$54,780) in matching contributions to the Swedish defined contribution plan, and $787 inas well as healthcare insurance premiums.premiums, parking benefit and travel allowance.

          For Mr. Nihlén, the amount for 2023 includes SEK 350,080 (approximately US$32,986) in matching contributions to the Swedish defined contribution plan, healthcare insurance premiums and parking benefit. The amount for 2022 includes SEK 324,980 (approximately US$31,272) in matching contributions to the Swedish defined contribution plan, healthcare insurance premiums and parking benefit.

(5)      Mr.Dr. Forssell was appointed asresigned from his position of President and Chief Executive Officer effective January 1, 2020.April 10, 2024.

(6)      Ms. EkMr. Nihlén was appointed Chief Financial Officer effective June 1, 2019. In addition, Ms. Ek served as interimInterim President and Chief Executive Officer between October 22, 2019 and December 31, 2019.effective April 10, 2024.

Employment Agreements

Dr. Urban Forssell

We entered into an employment agreement with Mr. Forssell on October 20, 2019. Under the terms of his employment agreement, Mr. Forssell is entitled to receive a gross monthly salary of SEK 175,000 (approximately US$18,500). HisForssell’s salary is subject to review and adjustment on an annual basis. Mr. Forssell is also entitled to receive a yearly bonus up to a maximum of 50% of his total yearly salary based on his performance as Chief Executive Officer and the financial performance of our company. He is also entitled to receive health care, pension, and other customary employee benefits in accordance with his employment agreement.

On April 10, 2024, the Company and Dr. Forssell entered into an employment agreement with Ms. Ek on May 28, 2019. Undera Termination Agreement (the “Termination Agreement”), pursuant to which Dr. Forssell was discharged from his position as the termsCompany’s President and Chief Executive Officer and will act as a Senior Advisor to the management team of her employment agreement, Ms. EkNeonode Technologies AB, the Company’s subsidiary, and the Board of Directors until December 31, 2024. As the Senior Advisor, Dr. Forssell is entitled to, receiveamong others, (i) a gross monthly salary of SEK 100,000 SEK194,000 (approximately US$10,500). Her salary17,838) and (ii) the same occupational pension contribution, insurance coverage, sick pay, and health care allowance benefits that were previously provided by the employment contract entered into between the Company and Dr. Forssell on January 1, 2020. Dr. Forssell is subject to review and adjustment on an annual basis. Effective June 1, 2020, Ms. Ek’s base salary was set at SEK 92,500 to account for a higher monthly pension payment. She is also eligible to participate in our company’s applicable bonus and option programs and isnot entitled to receive health care, pension, and other customary employee benefits in accordance with her employment agreement.any variable remuneration payment, award or compensation, whether up-front or deferred, under any variable remuneration scheme, except for the bonus payment of SEK 112,500 (approximately US$10,345) attributable to his performance during the year ended December 31, 2023 as granted by the Board of Directors.

Mr. Fredrik Nihlén

We entered into an employment agreement with Mr. Nihlén on March 30, 2021, which will becomebecame effective at the Effective Time and no later than September 29,on August 2, 2021. Under the terms of his employment agreement, Mr. Nihlén will be entitledn’s salary is subject to receive a monthly salary of SEK 120,000 (approximately US$13,714), to be reviewedreview and adjustment on an annual basis, and will bebasis. He is also eligible to participate in our short- and long-term incentive program for key persons and our standard pension, healthcare, and benefits programs on the same terms as all other employees.

Pay Versus Performance Table and Discussion

The following table reports the compensation of our Principal Executive Officer (the “PEO”) and the average compensation of the other Named Executive Officers (the “Other NEOs”) as reported in the Summary Compensation Table for the past three fiscal years, as well as their “compensation actually paid” as calculated pursuant to recently adopted SEC rules and certain performance measures required by the rules.

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(1)      The amounts reflect the Summary Compensation Table total compensation for Urban Forssell, our PEO for each of the years listed.

(2)      For 2023 and 2022, the amount reflects the Summary Compensation Table compensation total for Fredrik Nihlén, our Chief Financial Officer for 2022 and 2023. For 2021, the amount reflects the Summary Compensation Table average compensation total for Mr. Nihlén and for Maria Ek, our former Chief Financial Officer, who were the Other NEOs for 2021.

(3)      The amounts shown for Compensation Actually Paid to our PEO and Average Compensation Actually Paid to the Other NEOs have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually realized or received by such persons. These amounts reflect total compensation as set forth in the Summary Compensation Table above for each year, adjusted as described in footnote 4 below.

(4)      Compensation Actually Paid reflects the exclusions and inclusions from the Summary Compensation Table total for our PEO and Other NEOs as set forth below. Amounts excluded, which are set forth in the Exclusion of Stock Awards columns in each of the PEO Compensation Actually Paid and the Other NEOs Compensation Actually Paid tables below in this footnote (4), are the aggregate of the amounts shown in the “Stock Awards” columns from the Summary Compensation Table. Amounts included, which are set forth in the Inclusion of Equity Award Adjustments column in each of such tables below in this footnote (4), are the aggregate of the following components:

(i)      Add the fair value as of the end of the year of all unvested stock awards granted in such year;

(ii)     Add the change in fair value (if positive, or subtract if negative) as of the end of the covered year (from the end of the prior year) of stock awards granted in any prior year that remained outstanding and unvested at the end of the current year; and

(iii)    Add the change in fair value (if positive, or subtract if negative) as of the vesting date (from the end of the prior year) of stock awards granted in any prior year that vested during the covered year.

          Equity values are calculated in accordance with FASB ASC Topic 718. The following types of equity award adjustments were not applicable to Company equity awards, as such events did not occur: (i) adjustments for awards that are granted and vest in the same covered year, (ii) adjustments for awards granted in prior years that were forfeited or failed to meet the applicable vesting conditions during the covered year, and (iii) adjustments for the dollar value of any dividends or other earnings paid on equity awards in the covered year prior to the vesting date that are not otherwise included in the total compensation for the covered year.

PEO Compensation Actually Paid

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(a)      The components of the amounts shown in this column for our PEO are set forth in the table below:

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*        The change in value for each award is measured from the value at the end of the prior year.

Other NEOs Compensation Actually Paid

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(a)      The components of the amounts shown in this column for our Non-PEO NEOs are set forth in the table below:

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*        The change in value for each award is measured from the value at the end of the prior year.

(5)      This column shows Total Shareholder Return (“TSR”) on a cumulative basis for each year of the three-year period from 2021 through 2023. Dollar values assume $100 was invested for the cumulative period from December 31, 2020 through December 31, 2023 in the Company. Historical performance is not necessarily indicative of future stock performance.

Pay for Performance Relationship

In accordance with Item 402(v) of Regulation S-K, we are providing the following descriptions of the relationships between information presented in the Pay Versus Performance table above.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS,
AND DIRECTOR INDEPENDENCE

Review, Approval or Ratification of Transactions with Related Persons

The Board of Directors has adopted a written policy that addresses related person transactions requiring disclosure under Item 404 of Regulation S-K as promulgated by the SEC. A related person of our company includes a director, a director nominee, an executive officer, a stockholder beneficially owning a more than five percent voting interest in our company, or an immediate family member of any of the foregoing. Under the policy, any transaction in which a related person has a direct or indirect material interest must be approved by disinterested members of the Board of Directors where the amount exceeds the lesser of $120,000 or one percent of the average of our company’s total assets at year-end for the last two completed fiscal years.

In determining whether to approve or ratify a related person transaction, the Board of Directors will take into account, whether (i) the terms are fair to our companyus and on the same basis generally available to an unrelated person, (ii) there are business reasons for our companyus to enter into the transaction, (iii) it would impair independence of an outside director, and (iv) it would present an improper conflict of interest, taking into account factors that the Board of Directors deems relevant.

Since the beginning of 2019, except as noted below,January 1, 2022, there have been no related person transactions, and there are no such transactions currently proposed in respect of our companythat are within the scope of Items 404(a) and 404(d) of Regulation S-K as promulgated by the SEC. Neonode does not have a parent company.

On June 17, 2020, Neonode Technologies AB (the “Borrower”), a corporation organized in Sweden and a wholly-owned subsidiary of our company, entered into short-term loan facilities (the “Loan Agreements”) with UMR Invest AB and Cidro Holding AB (each, a “Lender”). UMR Invest AB is an affiliate of Ulf Rosberg and Cidro Holding AB is an affiliate of Peter Lindell. Mr. Rosberg and Mr. Lindell are directors of our company and each is a beneficial owner of more than 5% of our common stock. Pursuant to the Loan Agreements, each Lender made 16,145,000 SEK (Swedish Krona), which is approximately $1.7 million in U.S. Dollars, principal amount available to the Borrower. Any drawdown of the aggregate available 32,290,000 SEK, which is approximately $3.4 million, was to be used by our company for working capital to continue operations and to repay liabilities in the ordinary course of business. Subsequent to entering into the Loan Agreements, the Borrower made an initial drawdown of an aggregate of approximately $1.0 million. Each of the Loan Agreements provided for a credit fee of 0.75% per annum, calculated on a daily basis from the date of the Loan Agreement, and any outstanding amount incurred interest at a fixed rate of 3.25% per annum, calculated on a daily basis from the drawdown date. Drawdowns under the Loan Agreements were unavailable upon the earlier to occur of the execution of capital raise by our company or December 31, 2020. The Loan Agreements provided that if we carried out a capital raise before December 31, 2020, any outstanding amount under the Loan Agreements, including any credit fee and interest, became payable as soon as practicably possible after such capital raise. Drawdowns and repayments were in equal amounts between each of the Loan Agreements. The Loan Agreements were subject to other customary provisions and governed by Swedish law. Copies of the Loan Agreements are filed as Exhibits 10.1 and 10.2 to our Current Report on Form 8-K filed with the SEC on June 22, 2020. The foregoing summaries of the Loan Agreements are qualified in their entirety by reference to such documents.

On August 5, 2020, we entered into a Securities Purchase Agreement with certain investors, including our current Chief Executive Officer Urban Forssell, and two of our directors, Mr. Rosberg and Mr. Lindell. Mr. Forssell purchased 650 shares of Series C-2 Preferred Stock for 5,685,940,00 SEK (or US$650,000). We issued 517 shares of Series C-2 Preferred Stock to UMR Invest AB, an entity beneficially owned by Ulf Rosberg, in satisfaction of the outstanding indebtedness and accrued interest totaling 4,536,584 SEK (or US$522,297) under the Loan Agreement with UMR Invest AB. Cidro Förvaltning AB, an entity associated with Mr. Lindell purchased 517 shares of Series C-2 Preferred Stock in the offering for 4,524,910 SEK (or US$516,731). Following the closing, we used the proceeds from the sale of Series C-2 Preferred Stock to Cidro Förvaltning AB to satisfy the outstanding indebtedness and accrued interest totaling 4,535,772 SEK (or US$522,203) under the Loan Agreement with Cidro Holding AB. As a result of the repayments to each of UMR Invest AB and Cidro Holding AB, the Loan Agreements terminated in accordance with their terms. 

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Beneficial Ownership Table

The following table presents certain information regarding the beneficial ownership of shares of our common stock by: (i) each director; (ii) each of the named executive officers, as identified under “Summary Compensation Table” in the Executive Compensation section above; (iii) all of our current directors and executive officers as a group; and (iv) principal stockholders known by us to be beneficial owners of more than five percent of common stock.

Percentage ownership is based on 11,504,66515,359,481 shares of our common stock as of April 19, 2021.22, 2024. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares of our common stock that could be issued upon the exercise of outstanding options and warrants held by that person that are exercisable at the present time or within 60 days of April 19, 202122, 2024 are considered outstanding; however, these shares are not considered outstanding when computing the percentage ownership of any other person.

Except as otherwise noted below, the address for each person or entity listed in the table is c/o Neonode Inc., Karlavägen 100, 115 26 Stockholm, Sweden.

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*        Less than 1%

(1)      Held by UMR Invest AB, an entity beneficially owned by Mr. Rosberg.

(2)      The number of shares beneficially owned by Mr. Lindell includes 1,779,032 shares held by Cidro Forvaltning AB, an entity beneficially owned by Mr. Lindell, and 20,000 shares held in a capital insurance account, over which Mr. Lindell has dispositive (but not voting) power.

(3)      Based upon information containedDr. Forssell is a named executive officers, as identified under “Summary Compensation Table” in a Schedule 13G/A filed with the SEC on February 5, 2021 with respect to the beneficial ownershipExecutive Compensation section above. He resigned from his position of shares of our common stock as of December 31, 2020, in which Forsakringsaktiebolaget Avanza Pension reported sole voting powerPresident and shared dispositive power with respect to these shares

(4)      Based upon information contained in a Schedule 13G filed with the SEC on February 12, 2021 with respect to the beneficial ownership of shares of our common stock as of December 31, 2020, in which AWM Investment Company, Inc. (“AMF”), as investment adviser to Special Situations Technology Fund, L.P. (“TECH”) and Special Situations Technology Fund II, L.P. (“TECH II” and, together with TEC, the “Funds”), reported sole voting and dispositive power with respect to 69,065 shares of common stock and 28,000 warrants to purchase shares of common stock held by TECH and 387,555 shares of common stock and 172,000 warrants to purchase shares held by TECH II. According to the Schedule 13G, the warrants may be exercised only to the extent that the total number of shares of common stock then beneficially owned does not exceed 9.99% of the outstanding shares.Chief Executive Officer effective April 10, 2024.

Securities Authorized for Issuance under Equity Compensation Plans

The following table presents information regarding securities authorized for issuance under equity compensation plans as of December 31, 2020:2023:

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(1)      Refer to Note 9.8. Stock-Based Compensation in the Notes to the consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 20202023 for additional information about our equity compensation plans and arrangements.

(2)      Includes the 2006 Equity Incentive Plan, the 2015 Stock Incentive Plan and the 2020 Stock Incentive Plan. Both the 2006 Equity Incentive Plan and 2015 Stock Incentive Plan have expired with respect to future issuances.

ADDITIONAL INFORMATION

Annual Report

On March 10, 2021,February 28, 2024, we filed with the SEC our Annual Report on Form 10-K for the fiscal year ended December 31, 2020.2023. A copy of our annual report is being made available to all stockholders along with this proxy statement. The Notice and Access card provided to stockholders contains instructions on how to access this proxy statement and our annual report. The Notice and Access card also contains instructions as to how to obtain a paper or e-mail copy of the proxy materials.

Our filings with the SEC (including our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, beneficial ownership reports, and other reports) are accessible on our company website at http://www.neonode.com/investor-relations/sec-filings/. The information contained on our website is not part of and is not incorporated by reference into this proxy statement. These filings, including this proxy statement, are also available on the SEC’s website at www.sec.gov.

We will provide without charge to any person solicited hereby, upon the written request of any such person, a copy of our Annual Report on Form 10-K for the fiscal year ended December 31, 2020.2023. Requests should be directed to our corporation secretary at our principal executive office at Karlavägen 100, 115 26 Stockholm, Sweden.

Forward-Looking Statements

This proxy statement contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These include, but are not limited to, statements relating to expectations, and future performance or future events. These statements are based on current assumptions, expectations and information available to our company’s management and involve a number of known and unknown risks, uncertainties and other factors that may cause our company’s actual results, levels of activity, performance or achievements to be materially different from any expressed or implied by these forward-looking statements.

These risks, uncertainties, and factors are discussed under “Risk Factors” and elsewhere in our public filings with the SEC from time to time, including our annual report on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K. You are advised to carefully consider these various risks, uncertainties and other factors. Although our company’s management believes that the forward-looking statements contained in this proxy statement are reasonable, it can give no assurance that its expectations will be fulfilled. Forward-looking statements are made as of today’s date, and we undertake no duty to update or revise them.

Stockholder Proposals

From time to time, stockholders present proposals that may be proper subjects for inclusion in a proxy statement and for consideration at an annual meeting of stockholders. To be included in the proxy statement for the 20222025 Annual Meeting of Stockholders, proposals must be received by us no later than December 27, 20212024 and otherwise must comply with SEC rules governing inclusion of such proposals. Any proposal received after December 27, 20212024 will be untimely, in accordance with SEC rules and regulations.

Matters (other than nominations of candidates for election as directors) may be brought before the meeting by stockholders only by complying with the procedure set forth in theour Bylaws, of our company, which in summary requires notice in writing to our corporation secretary be delivered or mailed to, and received at, our principal executive office not less than 60 days nor more than 90 days prior to the first anniversary of the prior year’s annual meeting.meeting; provided, however, that in the event that no annual meeting was held in the previous year or the date of the annual meeting has been changed by more than 30 days from the date contemplated at the time of the previous year’s proxy statement, notice by the stockholder to be timely must be so received not earlier than the close of business on the 90th day prior to such annual meeting and not later than the close of business on the later of the 60th day prior to such annual meeting or, in the event public announcement of the date of such annual meeting is first made by us fewer than 70 days prior to the date of such annual meeting, the close of business on the 10th day following the day on which public announcement of the date of such meeting is first made by us. Each such stockholder notice shall set forthinclude: (1) the name and address, as they appear on our books, of the stockholder proposing such business; (2) the class and number of shares of our common stock which are beneficially owned by the stockholder; and (3) a representation whether such stockholder intends or is part of a group that intends (a) to eachdeliver a proxy statement and/or form of proxy to

stockholders holders of at least the percentage of the Company’s outstanding stock required to approve or adopt the proposal or (b) otherwise to solicit proxies from stockholders in support of such proposal. Each matter the stockholder proposes to bring before the annual meeting:meeting shall include, among other items: (1) a brief description of the matter desired to be brought before the annual meeting and the reasons for bringing such matter before the annual meeting; (2) the name and address, as they appear on our company’s books, of the stockholder proposing such business; (3) the class and number of shares of our company which are beneficially owned by the stockholder; (4) any material interest of the stockholder in such business; and (5) any other information that is required(3) the text of the proposal or business. Stockholder proposals may be mailed or delivered to be provided by the stockholder pursuant to applicable SEC rules.Corporate Secretary, Neonode Inc., Karlavägen 100, 115 26 Stockholm, Sweden. For information regarding nominating candidates for election as directors, refer to description under “Committees of the Board of Directors” in the Board“Board Matters and Corporate GovernanceGovernance” section above.