Item 9A. Controls and Procedures
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation 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
Reporting
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
(COSO). Based upon that assessment, our management concluded that our internal control over financial reporting was effective as of December
31, 2023.
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.
ITEM 9B. OTHER INFORMATION
None
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT
INSPECTIONS
Not applicable.
28
PART III
ITEM 10. 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.
ITEM 11 . 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.
ITEM 12. 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.
ITEM 13. 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.
ITEM 14. Principal
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.
29
PART IV
ITEM 15. 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.
30
Exhibits
Number
Description
3.1
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)
3.2
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 )
4.1
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)
10.1
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 )
10.2
Form of Purchase Warrant ( incorporated by reference to Exhibit 4.1 of the registrant’s current report on Form 8-K filed on August 16, 2016 )
10.3
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)
10.4
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) +
10.5
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) +
10.6
Neonode Inc. 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 )
10.7
Form of Notice of Grant of Stock Option used in connection with the 2015 Stock Incentive Plan ( incorporated by reference to Exhibit 10.5 of the registrant’s annual report on Form 10-K filed on March 11, 2016 )
10.8
Form of Notice of Grant of Restricted Stock used in connection with the 2015 Stock Incentive Plan ( incorporated by reference to Exhibit 10.6 of the registrant’s annual report on Form 10-K filed on March 11, 2016 )
10.9
Form of Notice of Grant of Restricted Stock Units used in connection with the 2015 Stock Incentive Plan ( incorporated by reference to Exhibit 10.7 of the registrant’s annual report on Form 10-K filed on March 11, 2016 )
10.10
Form of Notice of Grant of Stock Option to Swedish residents used in connection with the 2015 Stock Incentive Plan ( incorporated by reference to Exhibit 10.8 of the registrant’s annual report on Form 10-K filed on March 11, 2016 )
10.11
Neonode Inc. 2020 Stock Incentive Plan ( incorporated by reference to Exhibit 99.1 to the registration statement on Form S-8 (No. 333-249806) filed on November 2, 2020).
10.12
Placement Agency Agreement, dated October 21, 2021, by and among the registrant and Pareto Securities Inc. 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).
21
Subsidiaries of the registrant
23.1
Consent of Independent Registered Public Accounting Firm
31.1
Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act Of 2002
31.2
Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act Of 2002
32
Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
97.1
Clawback Policy
101.INS
Inline XBRL Instance Document
101.SCH
Inline XBRL Taxonomy Extension Schema Document
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase
Document
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase
Document
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase
Document
104
Cover Page Interactive Data File (formatted as Inline
XBRL and contained in Exhibit 101)
+ Management
contract or compensatory plan or arrangement
ITEM 16. FORM 10-K
SUMMARY
None.
31
SIGNATURES
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.
NEONODE INC.
(Registrant)
Date: February 28, 2024
By:
/s/ Fredrik Nihlén
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.
Name
Title
Date
/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)
/s/ Ulf Rosberg
Chairman of the Board of Directors
February 28, 2024
Ulf Rosberg
/s/ Per Löfgren
Director
February 28, 2024
Per Löfgren
/s/ Peter Lindell
Director
February 28, 2024
Peter Lindell
/s/ Cecilia Edström
Director
February 28, 2024
Cecilia Edström
32