What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2025-03-21 compared with 2024-02-28 · 117 added, 93 removed, 36 unchanged (85% of the section changed)

CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

of Disclosure Controls and Procedures

Under the supervision of and with the participation of our management,

including our Chief Executive Officer and our Chief Financial Officer, we evaluated the effectiveness of our disclosure controls and procedures

(as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, 2023.

Based upon that evaluation,

our Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures are designed at a reasonable

assurance level and are effective as of December 31, 2023 to provide reasonable assurance that information we are required to disclose

in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified

in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive

Officer and our Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

In designing and evaluating disclosure controls

and procedures, our management recognized that any controls and procedures, no matter how well designed and operated, can provide only

reasonable, not absolute, assurance of achieving the desired control objectives, and management necessarily was required to apply its

judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over

financial reporting during the quarter ended December 31, 2023 that have materially affected, or are reasonably likely to materially affect,

our internal control over financial reporting.

Management’s Annual Report on Internal Control over Financial

Our management is responsible for establishing and

maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.

A control system, no matter how well designed and

operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met.

Further, the design

of a control system must reflect the fact that there are resource constraints.

Because of the inherent limitations in all control systems,

no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our Company have

been detected.

Under the supervision and with the participation

of our Chief Executive Officer and our Chief Financial Officer, our management assessed the effectiveness of our internal control over

financial reporting as of December 31, 2023.

In making their assessment, our management used criteria established in the framework

on Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission

Based upon that assessment, our management concluded that our internal control over financial reporting was effective as of December

This report does not include an attestation report

of our independent registered public accounting firm regarding our internal control over financial reporting in accordance with applicable

SEC rules that permit us to provide only management´s report in this report.

including our Interim Chief Executive Officer and Chief Financial Officer, we evaluated the effectiveness of our disclosure controls and

procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, 2024.

Based upon that

evaluation, our Interim Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were

not effective at the reasonable assurance level as of December 31, 2024 due to material weaknesses in our internal control over financing

reporting described below.

identified a material weakness in the design and operation of our internal controls over financial reporting in the “Control Activities”

component of the Committee of Sponsoring Organizations (COSO) framework related to a lack of information technology general controls

to prevent the risk of management override.

Specifically, we identified system limitations that do not facilitate proper segregation

of duties within multiple systems and a lack of mitigating business process level controls to address the risk of management override

of controls over the preparation and review of manual journal entries and in key accounting processes.

We identified another material weakness in the design and operation

of our internal controls over financial reporting in the “Control Activities” component of the Committee of Sponsoring Organizations

(COSO) framework related to a lack of sufficient controls to prevent the risk of material misstatements in the income tax calculations and related disclosures.

While neither of the deficiencies resulted in any material misstatements

of our consolidated interim or annual financial statements, they do represent material weaknesses in our internal control over financial

Efforts to Address the Material Weaknesses

We are committed to maintaining a strong internal control environment

and will implement corrective actions to support the remediation of the material weaknesses noted above.

This includes, but is not limited

to, providing training to process and control owners, enhancing relevant policies, procedures, guidelines and documentation templates,

implementing new controls and improving documentation supporting existing controls, and enhancing segregation of duties.

We will not be able to fully remediate these material weaknesses until

the applicable controls operate for a sufficient period of time and can be tested and concluded by management to be designed and operating

Our management will continue to monitor the effectiveness of our remediation plans in future periods and will make changes

we determine to be appropriate.

designing and evaluating disclosure controls and procedures, our management recognized that any controls and procedures, no matter how

well designed and operated, can provide only reasonable, not absolute, assurance of achieving the desired control objectives, and management

necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

in Internal Control over Financial Reporting

Except for the identification of the material weaknesses described

above, there were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange

Act) during the fourth quarter ended December 31, 2024 that have materially affected or are reasonably likely to materially affect, our

internal control over financial reporting.

Annual Report on Internal Control over Financial Reporting

management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f)

and 15d-15(f) under the Exchange Act.

control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s

objectives will be met.

Further, the design of a control system must reflect the fact that there are resource constraints.

the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and

instances of fraud, if any, within our Company have been detected.

Under the supervision and with the participation of our interim Chief

Executive Officer and Chief Financial Officer, our management assessed the effectiveness of our internal control over financial reporting

as of December 31, 2024.

In making their assessment, our management used criteria established in the framework on Internal Control

– Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

that assessment, our management concluded that our internal control over financial reporting was not effective as of December 31, 2024,

due to the material weaknesses described above.

report does not include an attestation report of our independent registered public accounting firm regarding our internal control over

financial reporting in accordance with applicable SEC rules that permit us to provide only management´s report in this report.

OTHER INFORMATION

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT

Not applicable.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required by this Item will be included

in our definitive proxy statement for the 2024 Annual Meeting of Stockholders and is incorporated herein by reference.

information required by this Item will be included in our definitive proxy statement for the 2025 Annual Meeting of Stockholders and

is incorporated herein by reference.

Trading Policy and Procedures

have adopted an insider trading policy governing the purchase, sale, and/or other dispositions of our securities by our directors, officers

and employees and other covered persons.

We believe these policies and procedures are reasonably designed to promote compliance with

insider trading laws, rules and regulations and applicable listing standards.

A copy of our Insider Trading Policy is filed as Exhibit

19.1 to this Annual Report on Form 10-K.

EXECUTIVE COMPENSATION

The information required by this Item will be included

in our definitive proxy statement for the 2024 Annual Meeting of Stockholders and is incorporated herein by reference.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND

MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information required by this Item will be included

in our definitive proxy statement for the 2024 Annual Meeting of Stockholders and is incorporated herein by reference.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND

DIRECTOR INDEPENDENCE

The information required by this Item will be included

in our definitive proxy statement for the 2024 Annual Meeting of Stockholders and is incorporated herein by reference.

AccountING Fees and Services

The information required by this Item will be included

in our definitive proxy statement for the 2024 Annual Meeting of Stockholders and is incorporated herein by reference.

information required by this Item will be included in our definitive proxy statement for the 2025 Annual Meeting of Stockholders and

is incorporated herein by reference.

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

information required by this Item will be included in our definitive proxy statement for the 2025 Annual Meeting of Stockholders and

is incorporated herein by reference.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

information required by this Item will be included in our definitive proxy statement for the 2025 Annual Meeting of Stockholders and

is incorporated herein by reference.

Principal AccountANT Fees and Services

information required by this Item will be included in our definitive proxy statement for the 2025 Annual Meeting of Stockholders and

is incorporated herein by reference.

EXHIBITS, FINANCIAL STATEMENT SCHEDULES

Financial Statements

The consolidated financial statements of the registrant

are listed in the index to the consolidated financial statements and filed under Item 8 of this Annual Report.

Financial Statement Schedules

Not Applicable.

consolidated financial statements of the registrant are listed in the index to the consolidated financial statements and filed under

Item 8 of this Annual Report.

Statement Schedules

Restated Certificate of Incorporation of Neonode Inc., ( incorporated by reference to Exhibit 3.1 of the registrant’s current report on Form 8-K filed on December 11, 2020)

Amended and Restated Bylaws ( incorporated by reference to Exhibit 3.1

of the registrant’s current report on Form 8-K filed on March 10, 2023 )

Amended and Restated Bylaws ( incorporated by reference to Exhibit 3.1 of the registrant’s current report on Form 8-K filed on March 10, 2023 )

Description of registrant’s Common Stock (incorporated by reference to Exhibit 4.1 to the registrant’s Form S-3 (No.

333-255964), filed on May 10, 2021)

Form of Senior Indenture (incorporated by reference to Exhibit 4.5 to the registrant’s Form S-3 (No.

333-279252), filed on May 9, 2024)

Form of Subordinated Indenture (incorporated by reference to Exhibit 4.6 to the registrant’s Form S-3 (No.

333-279252), filed on May 9, 2024)

Assignment Agreement with Aequitas Technologies LLC, dated May 6, 2019 ( incorporated by reference to Exhibit 10.1 of the registrant’s current report on Form 8-K filed May 8, 2019 )

1 unchanged sentence

Form of Warrant, dated as of August 8, 2017 (incorporated by reference to Exhibit 4.1 of the registrant’s current report on Form 8-K, filed on August 8, 2017)

Employment Agreement of Urban Forssell, dated October 20, 2019 (incorporated by reference to Exhibit 10.4 of the registrant’s annual report on Form 10-K filed on March 10, 2021) +

Employment Agreement of Fredrik Nihlén, dated March 30, 2021 (incorporated by reference to Exhibit 10.1 of the registrant’s current report on Form 8-K, filed on March 31, 2021) +

Agreement of Fredrik Nihlén, dated March 30, 2021 (incorporated by reference to Exhibit 10.1 of the registrant’s current

report on Form 8-K, filed on March 31, 2021)

2015 Stock Incentive Plan ( incorporated by reference to Exhibit 10.4 of the registrant’s annual report on Form 10-K filed on March 11, 2016 )

7 unchanged sentences

and Pareto Securities AB (incorporated by reference to Exhibit 10.1 of the registrant's current report on Form 8-K filed on October 21, 2021).

Termination Agreement, dated April 10, 2024, by and among Dr.

Urban Forssell, the Company, and Neonode Technologies AB (incorporated by reference to Exhibit 10.1 of the registrant’s current report on Form 8-K, filed on April 16, 2024)

At The Market Offering Agreement, dated June 3, 2024, by and between Neonode Inc.

and Ladenburg Thalmann & Co.

(incorporated by reference to Exhibit 10.1 of the registrant’s current report on Form 8-K, filed on June 4, 2024)

Letter from KMJ Corbin & Company LLP, dated June 24, 2024 (incorporated by reference to Exhibit 16.1 of the registrant’s current report on Form 8-K, filed on June 24, 2024)

Insider Trading Policy

Subsidiaries of the registrant

Consent of Independent Registered Public Accounting Firm

Consent of Crowe LLP, Independent Registered Public Accounting Firm

Consent of KMJ Corbin & Company LLP, Independent Registered Public Accounting Firm

Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act Of 2002

2 unchanged sentences

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Clawback Policy

Clawback Policy (incorporated by reference to Exhibit 97.1 of the registrant’s annual report on Form 10-K filed on February 28, 2024)

Inline XBRL Instance Document

Inline XBRL Taxonomy Extension Schema Document

Inline XBRL Taxonomy Extension Calculation Linkbase

Inline XBRL Taxonomy Extension Definition Linkbase

Inline XBRL Taxonomy Extension Calculation Linkbase Document

Inline XBRL Taxonomy Extension Definition Linkbase Document

Inline XBRL Taxonomy Extension Label Linkbase Document

Inline XBRL Taxonomy Extension Presentation Linkbase

Cover Page Interactive Data File (formatted as Inline

XBRL and contained in Exhibit 101)

contract or compensatory plan or arrangement

Pursuant to the requirements of Section 13 or 15(d)

of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto

duly authorized.

February 28, 2024

/s/ Fredrik Nihlén

Inline XBRL Taxonomy Extension Presentation Linkbase Document

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

Management contract or

compensatory plan or arrangement

FORM 10-K SUMMARY

to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed

on its behalf by the undersigned, thereunto duly authorized.

March 21, 2025

Fredrik Nihlén

Chief Financial Officer

Pursuant to the requirements for the Securities

Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacity and dates indicated.

/s/ Urban Forssell

President and Chief Executive Officer

February 28, 2024

Urban Forssell

(Principal Executive Officer)

/s/ Fredrik Nihlén

Chief Financial Officer

February 28, 2024

Fredrik Nihlén

(Principal Financial and Accounting Officer)

Interim Chief Executive Officer and Chief Financial

to the requirements for the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant

and in the capacity and dates indicated.

Fredrik Nihlén

Interim Chief Executive

Officer and Chief Financial Officer

Fredrik Nihlén

(Principal Executive Officer and Financial and Accounting

/s/ Ulf Rosberg

Chairman of the Board of Directors

February 28, 2024

March 21, 2025

/s/ Per Löfgren

February 28, 2024

/s/ Peter Lindell

February 28, 2024

March 21, 2025

Peter Lindell

/s/ Cecilia Edström

February 28, 2024

March 21, 2025

Cecilia Edström

March 21, 2025

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures