What changed in this filing

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Item 1A. Risk Factors

2020-11-10 compared with 2020-08-14 · 45 added, 28 removed, 22 unchanged (77% of the section changed)

as described below in this Item 1A, there have been no material changes from the risk factors as previously disclosed in our Annual

Report on Form 10-K for the year ended December 31, 2019.

face risks related to the impact of the COVID-19 pandemic and the related protective public health measures.

novel strain of the coronavirus identified in China in December 2019 (“COVID-19”) has globally spread throughout other

areas such as Asia, Europe, and North America and has resulted in authorities imposing, and businesses and individuals implementing, numerous

Except as described

below in this Item 1A, there have been no material changes from the risk factors as previously disclosed in our Annual Report on

Form 10-K for the year ended December 31, 2019.

We face risks related to the impact

of the COVID-19 pandemic and the related protective public health measures.

The novel strain of

the coronavirus identified in China in December 2019 (“COVID-19”) has globally spread throughout other areas such as

Asia, Europe, and North America and has resulted in authorities imposing, and businesses and individuals implementing, numerous

unprecedented measures to try to contain the virus, such as travel bans and restrictions, quarantines, shelter-in-place/stay-at-home

8 unchanged sentences

results of operations and financial condition.

many risk factors set forth in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019 should be

interpreted as heightened risks as a result of the impact of the COVID-19 pandemic.

Certificate of Incorporation of Neonode Inc., dated November 7, 2018 ( incorporated by reference to Exhibit 3.14 of the

registrant’s quarterly report on Form 10-Q filed on November 8, 2018)

Moreover, many risk

factors set forth in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019 should be interpreted

as heightened risks as a result of the impact of the COVID-19 pandemic.

and our directors are defendants in a purported class action lawsuit.

August 26, 2020, a putative stockholder of Neonode filed a purported class action lawsuit in the Delaware Court of Chancery against

the Company and the Board of Directors of the Company for breach of fiduciary duty in connection with disclosure of information

concerning Proposals 5 and 6 at the 2020 Annual Meeting of Stockholders.

These proposals for shareholder approval relate to Private

Placement by the Company on August 5, 2020 in which two directors and the chief executive officer of the Company participated.

We believe the lawsuit is without merit.

It is possible that additional lawsuits will be filed, or allegations received from stockholders,

with respect to these same or other matters and also naming us and/or our officers and directors as defendants.

The outcome of

the Delaware Court of Chancery lawsuit and any related lawsuits are subject to inherent uncertainties, and the actual defense and

disposition costs and expenses will depend upon many unknown factors.

Restated Certificate of Incorporation of Neonode Inc., dated November 7, 2018 ( incorporated by reference to Exhibit 3.14 of the registrant’s quarterly report on Form 10-Q filed on November 8, 2018)

Certificate of First Amendment to the Restated Certificate of Incorporation of Neonode Inc.

4 unchanged sentences

( incorporated by reference to Exhibit 3.1.2 of the registrant’s quarterly report on Form 10-Q filed August 14, 2019 )

Certificate of Third Amendment to the Restated Certificate of Incorporation of Neonode Inc.*

Bylaws ( incorporated by reference to Exhibit 3.2 of the registrant’s quarterly report on Form 10-Q filed on November 8, 2018 (file no.

Agreement dated June 17, 2020 between Neonode Technologies AB and UMR Invest AB ( incorporated

by reference to Exhibit 10.1 of the registrant’s current report on Form 8-K filed June 22, 2020 )

Agreement dated June 17, 2020 between Neonode Technologies AB and Cidro Holding AB (incorporated

by reference to Exhibit 10.2 of the registrant’s current report on Form 8-K filed June 22, 2020)

Loan Agreement dated June 17, 2020 between Neonode Technologies AB and UMR Invest AB ( incorporated by reference to Exhibit 10.1 of the registrant’s current report on Form 8-K filed June 22, 2020 )

Loan Agreement dated June 17, 2020 between Neonode Technologies

AB and Cidro Holding AB*

Securities Purchase Agreement, dated as of August 5, 2020 (incorporated by reference to Exhibit 10.1 of the registrant’s current report on Form 8-K filed August 10, 2020)

Rights Agreement, dated as of August 5, 2020 (incorporated

by reference to Exhibit 10.2 of the registrant’s current report on Form 8-K filed August 10, 2020)

Registration Rights Agreement, dated as of August 5, 2020 (incorporated by reference to Exhibit 10.2 of the registrant’s current report on Form 8-K filed August 10, 2020)

2020 Stock Incentive Plan ( incorporated by reference to Exhibit 99.1 of the registrant’s registration statement on Form S-8 (333-249806) filed November 2, 2020 )

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*

Instance Document

Taxonomy Extension Schema Document

Taxonomy Extension Calculation Linkbase Document

Taxonomy Extension Definition Linkbase Document

Taxonomy Extension Label Linkbase Document

Taxonomy Extension Presentation Linkbase Document

to the requirements 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.

August 14, 2020

Financial Officer,

President, Finance,

and Secretary

Financial and Accounting Officer)

XBRL Instance Document

XBRL Taxonomy Extension Schema Document

XBRL Taxonomy Extension Calculation Linkbase Document

XBRL Taxonomy Extension Definition Linkbase Document

XBRL Taxonomy Extension Label Linkbase Document

XBRL Taxonomy Extension Presentation Linkbase Document

Filed herewith

Pursuant to the requirements

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.

November 10, 2020

Chief Financial Officer,

Vice President, Finance,

Treasurer and Secretary

(Principal Financial and Accounting Officer)

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-Q

Item 1A. Risk Factors