What changed in this filing

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Item 1A. Risk Factors

2023-05-11 compared with 2022-11-10 · 59 added, 29 removed, 8 unchanged (92% of the section changed)

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, 2021.

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 (File No.

changes from the risk factors as previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2022, except as

described below.

We are exposed to the instability of financial

institutions where we maintain cash deposits or other liquid holdings, including federally insured banks, which could result in a lack

of liquidity and have an impact on our overall financial condition.

We maintain a substantial

amount of cash deposit holdings in financial banks that exceed the limits insured by the Federal Deposit Insurance Corporation (“FDIC”).

A bank failure, default, or other adverse events that restrict the ability of financial institutions to perform, including elevated concerns

of such potential events that are rapidly communicated across media platforms, may lead to liquidity constraints for those institutions.

On March 10, 2023, Silicon Valley Bank (“SVB”) experienced a significant and rapid withdrawal of funds that led to its collapse.

The FDIC determined that it would guarantee all deposit amounts held at SVB, including amounts above FDIC insurance limits.

However, there

is no guarantee that the FDIC will similarly protect deposit amounts held above insurance limits if other banks were to fail or other

adverse conditions were to impact financial institutions.

We held cash deposits at SVB

in excess of the FDIC insurance limits at the time of its failure.

We have since recovered those cash deposits and terminated our banking

relationship with SVB.

While SVB’s collapse

was partly driven by recent interest rate increases, which resulted in steep realized losses to cover the run on withdrawals, the potential

for similar events occurring pose ongoing risk the Company.

In addition to SVB, the FDIC recently took control of Signature Bank, Silvergate

Capital Corp and First Republic Bank.

In the event of failure of any of the financial institutions where we maintain our cash and cash

equivalents, there can be no assurance that we would be able to access uninsured funds in a timely manner or at all.

Any inability to

access or delay in accessing these funds could adversely affect our business and financial position.

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 (File No.

001-35526) filed on November 8, 2018)

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

( incorporated by reference to Exhibit 3.1.1 of the registrant’s quarterly report on Form 10-Q (File No.

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

( incorporated by reference to Exhibit 3.1.1 of

the registrant’s quarterly report on Form 10-Q (File No.

001-35526) filed on August 14, 2019 )

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

( incorporated by reference to Exhibit 3.1.2 of the registrant’s quarterly report on Form 10-Q (File No.

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

( incorporated by reference to Exhibit 3.1.2 of

the registrant’s quarterly report on Form 10-Q (File No.

001-35526) filed on August 14, 2019 )

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

(incorporated by reference to Exhibit 3.1.3 of the registrant’s quarterly report on Form 10-Q (File No.

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

(incorporated by reference to Exhibit 3.1.3 of

the registrant’s quarterly report on Form 10-Q (File No.

001-35526) filed on November 10, 2020)

Bylaws ( incorporated by reference to Exhibit 3.1 of the registrant’s current report on Form 8-K (File No.

001-35526) filed on July 27, 2022

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

Amended and Restated Bylaws ( incorporated by reference to Exhibit 3.1 of the registrant’s current report on Form 8-K (File No.

001-35526) filed on March 10, 2023 )

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

filed on May 10, 2021)

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

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

Certifications pursuant to 18 U.S.C.

Certification

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

Certification

of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act Of 2002*

Certifications

pursuant to 18 U.S.C.

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

Inline XBRL Instance Document.

Inline XBRL Taxonomy Extension Schema Document.

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 Document.

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

Filed or furnished 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, 2022

/s/ Fredrik Nihlén

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.

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

or furnished herewith

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.

Fredrik Nihlén

Chief Financial Officer,

(Principal Financial and Accounting

Financial Officer,

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