Neonode Inc. 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2025 or ☐ Transition report pursuant to section 13 or 15(d) of the Securities and Exchange Act of 1934 For the transition period from ________ to ________ Commission File No. 001-35526 NEONODE INC. (Exact name of registrant as specified in its charter) Delaware 94-1517641 (State or other jurisdiction of incorporation or organization) (IRS Employer Identification No.) Karlavägen 100 , 115 26 Stockholm , Sweden N/A (Address of principal executive offices) (Zip code) +46 (0) 70 29 58 519 (Registrant’s telephone number, including area code) N/A (Former name, former address and former fiscal year, if changed since last report) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, par value $0.001 per share NEON The Nasdaq Stock Market LLC Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “non-accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☒ Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act. Yes ☐ No ☒ The number of shares of the registrant’s common stock outstanding as of May 9, 2025 was 16,782,922 . NEONODE INC. Quarterly Report on Form 10-Q For the Fiscal Quarter Ended March 31, 2025 TABLE OF CONTENTS PART I FINANCIAL INFORMATION 1 Item 1 Financial Statements 1 Unaudited Condensed Consolidated Balance Sheets as of March 31, 2025 and December 31, 2024 1 Unaudited Condensed Consolidated Statements of Operations for the three months ended March 31, 2025 and 2024 2 Unaudited Condensed Consolidated Statements of Comprehensive Loss for the three months ended March 31, 2025 and 2024 3 Unaudited Condensed Consolidated Statements of Stockholders’ Equity for the three months ended March 31, 2025 and 2024 4 Unaudited Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2025 and 2024 5 Notes to Unaudited Condensed Consolidated Financial Statements 6 Item 2 Management’s Discussion and Analysis of Financial Condition and Results of Operations 12 Item 3 Quantitative and Qualitative Disclosures about Market Risk 21 Item 4 Controls and Procedures 21 PART II OTHER INFORMATION 22 Item 1 Legal Proceedings 22 Item 1A Risk Factors 22 Item 2 Unregistered Sales of Equity Securities and Use of Proceeds 22 Item 3 Defaults Upon Senior Securities 22 Item 4 Mine Safety Disclosures 22 Item 5 Other Information 22 Item 6 Exhibits 22 SIGNATURES 23 EXHIBITS i PART I. FINANCIAL INFORMATION Item 1. Financial Statements NEONODE INC. CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (In thousands, except share and per share amounts) March 31, December 31, 2025 2024 ASSETS Current assets: Cash and cash equivalents $ 14,991 $ 16,427 Accounts receivable and unbilled revenues, net 671 732 Contract assets 66 51 Prepaid expenses and other current assets 481 475 Current assets of discontinued operations 52 - Total current assets 16,261 17,685 Non-current assets: Property and equipment, net 101 62 Operating lease right-of-use assets, net 610 634 Total non-current assets 711 696 Total assets $ 16,972 $ 18,381 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable $ 400 $ 229 Accrued payroll and employee benefits 940 760 Accrued expenses 439 404 Contract liabilities 75 - Current portion of finance lease obligations 9 2 Current portion of operating lease obligations 258 225 Total current liabilities 2,121 1,620 Non-current liabilities Finance lease obligations, net of current portion 20 - Operating lease obligations, net of current portion 256 319 Total non-current liabilities 276 319 Total liabilities 2,397 1,939 Commitments and contingencies (Note 4) Stockholders’ equity: Preferred stock, 1,000,000 shares authorized, with par value of $ 0.001 ; no shares issued and outstanding at March 31, 2025 and December 31, 2024, respectively. - - Common stock, 25,000,000 shares authorized, with par value of $ 0.001 ; 16,782,922 and 16,782,922 shares issued and outstanding at March 31, 2025 and December 31, 2024, respectively. 17 17 Additional paid-in capital 240,955 240,955 Accumulated other comprehensive loss ( 584 ) ( 450 ) Accumulated deficit ( 225,813 ) ( 224,080 ) Total stockholders’ equity 14,575 16,442 Total liabilities and stockholders’ equity $ 16,972 $ 18,381 The accompanying notes are an integral part of these condensed consolidated financial statements. 1 NEONODE INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (In thousands, except per share amounts) Three months ended March 31, 2025 2024 Revenues: License fees $ 497 $ 773 Non-recurring engineering 16 41 Total revenues 513 814 Cost of revenues: Non-recurring engineering 9 17 Total cost of revenues 9 17 Gross margin 504 797 Operating expenses: Research and development 975 895 Sales and marketing 642 816 General and administrative 852 972 Total operating expenses 2,469 2,683 Operating loss ( 1,965 ) ( 1,886 ) Other income, net 155 180 Loss before provision for income taxes ( 1,810 ) ( 1,706 ) Provision for income taxes ( 10 ) 10 Loss from continuing operations ( 1,800 ) ( 1,716 ) Income (loss) from discontinued operations 67 ( 368 ) Net loss $ ( 1,733 ) $ ( 2,084 ) Loss per common share: Basic and diluted loss per share from continuing operations $ ( 0.11 ) $ ( 0.11 ) Basic and diluted loss per share from discontinued operations - ( 0.03 ) Basic and diluted net loss per share (a) $ ( 0.10 ) $ ( 0.14 ) Basic and diluted – weighted average number of common shares outstanding 16,783 15,359 (a) Doesn’t sum due to rounding. The accompanying notes are an integral part of these condensed consolidated financial statements. 2 NEONODE INC. CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Unaudited) (In thousands) Three months ended March 31, 2025 2024 Net loss $ ( 1,733 ) $ ( 2,084 ) Other comprehensive loss: Foreign currency translation adjustments ( 134 ) ( 34 ) Other comprehensive loss ( 134 ) ( 34 ) Comprehensive loss $ ( 1,867 ) $ ( 2,118 ) The accompanying notes are an integral part of these condensed consolidated financial statements. 3 NEONODE INC. CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (Unaudited) (In thousands) For the three months ended March 31, 2025 and 2024 Common Stock Shares Issued Common Stock Amount Additional Paid-in Capital Accumulated Other Comprehensive Loss Accumulated Deficit Total Stockholders’ Equity Balances, December 31, 2024 16,783 $ 17 $ 240,955 $ ( 450 ) $ ( 224,080 ) $ 16,442 Foreign currency translation adjustment - - - ( 134 ) - ( 134 ) Net loss - - - - ( 1,733 ) ( 1,733 ) Balances, March 31, 2025 16,783 $ 17 $ 240,955 $ ( 584 ) $ ( 225,813 ) $ 14,575 Common Stock Shares Issued Common Stock Amount Additional Paid-in Capital Accumulated Other Comprehensive Loss Accumulated Deficit Total Stockholders’ Equity Balances, December 31, 2023 15,359 $ 15 $ 235,158 $ ( 396 ) $ ( 217,614 ) $ 17,163 Stock-based compensation - - 2 - - 2 Foreign currency translation adjustment - - - ( 34 ) - ( 34 ) Net loss - - - - ( 2,084 ) ( 2,084 ) Balances, March 31, 2024 15,359 $ 15 $ 235,160 $ ( 430 ) $ ( 219,698 ) $ 15,047 The accompanying notes are an integral part of these condensed consolidated financial statements. 4 NEONODE INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (In thousands) Three months ended March 31, 2025 2024 Cash flows from operating activities: Net loss $ ( 1,733 ) $ ( 2,084 ) Adjustments to reconcile net loss to net cash used in operating activities: Stock-based compensation expense - 2 Depreciation and amortization 9 27 Amortization of operating lease right-of-use assets 82 17 Inventory impairment loss - 278 Changes in operating assets and liabilities: Accounts receivable and unbilled revenues, net ( 5 ) ( 170 ) Inventory - ( 253 ) Prepaid expenses and other current assets 28 136 Accounts payable, accrued payroll and employee benefits, and accrued expenses 262 76 Contract liabilities 75 73 Operating lease obligations ( 78 ) ( 17 ) Net cash used in operating activities ( 1,360 ) ( 1,915 ) Cash flows from investing activities: Purchase of property and equipment ( 40 ) - Net cash used in investing activities ( 40 ) - Cash flows from financing activities: Principal payments on finance lease obligations ( 2 ) ( 9 ) Net cash used in financing activities ( 2 ) ( 9 ) Effect of exchange rate changes on cash and cash equivalents ( 34 ) 43 Net change in cash and cash equivalents ( 1,436 ) ( 1,881 ) Cash and cash equivalents at beginning of period 16,427 16,155 Cash and cash equivalents at end of period $ 14,991 $ 14,274 Supplemental disclosure of cash flow information: Cash paid for income taxes $ 10 $ 10 Cash paid for interest $ - $ 1 Supplemental disclosure of non-cash investing and financial activities: Property and equipment obtained in exchange for finance lease obligations $ 28 $ - The accompanying notes are an integral part of these condensed consolidated financial statements. 5 NEONODE INC. Notes to the Condensed Consolidated Financial Statements (Unaudited) 1. Organization and Summary of Significant Accounting Policies Basis of Presentation and Preparation The condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and include the accounts of Neonode Inc. and its wholly owned subsidiaries. All inter-company accounts and transactions have been eliminated in consolidation. The condensed consolidated financial statements have been prepared by us, pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally contained in financial statements prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) have been condensed or omitted. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. Recently Issued Accounting Pronouncement Adopted In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”). ASU 2023-07 requires, among other updates, enhanced disclosures about significant segment expenses that are regularly provided to the chief operating decision maker. The ASU also clarifies that entities with a single reportable segment are subject to both new and existing reporting requirements under Topic 280. We adopted ASU 2023-07 for this interim period ended March 31, 2025 using a retrospective method to all periods presented. See Note 6 Segment Information for further details. Recently Issued Accounting Pronouncements Pending Adoption In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”), which updates several disclosures regarding the accounting for income taxes. ASU 2023-09 will become effective for public business entities for fiscal years beginning after December 15, 2024, with early adoption permitted. We are currently evaluating the impact ASU 2023-09 will have on our consolidated financial statements. In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses , requiring public entities to disclose additional information about specific expense categories in the notes to the financial statements on an interim and annual basis. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, with early adoption permitted. We are currently evaluating the impact of adopting ASU 2024-03. Foreign Currency Translation and Transaction Gains and Losses The functional currency of our foreign subsidiaries is the applicable local currency, the Swedish Krona, the Japanese Yen, the South Korean Won and the Taiwan Dollar. The translation from Swedish Krona, Japanese Yen, South Korean Won and Taiwan Dollar to U.S. Dollars is performed for balance sheet accounts using current exchange rates in effect at the condensed consolidated balance sheet date and for income statement accounts using a weighted-average exchange rate during the period. Gains or (losses) resulting from translation are included as a separate component of accumulated other comprehensive income (loss). Foreign currency translation losses were $( 134,000 ) and $( 34,000 ) during the three months ended March 31, 2025 and 2024, respectively. Gains resulting from foreign currency transactions are included in general and administrative expenses in the accompanying condensed consolidated statements of operations and were $ 80,000 and $ 5,000 during the three months ended March 31, 2025 and 2024, respectively. Liquidity We have incurred significant operating losses and negative cash flows from operations since our inception. The Company incurred net losses for combined continuing and discontinued operations of approximately $ 1.7 million and $ 2.1 million for the three months ended March 31, 2025 and 2024, respectively and had an accumulated deficit of approximately $ 225.8 million and $ 224.1 million as of March 31, 2025 and December 31, 2024, respectively. In addition, operating activities used cash of approximately $ 1.4 million and $ 1.9 million for the three months ended March 31, 2025 and 2024, respectively. The condensed consolidated financial statements included in this report have been prepared on a going concern basis, which contemplates continuity of operations and the realization of assets and the repayment of liabilities in the ordinary course of business. 6 Management has prepared an operating plan and believes that the Company has sufficient cash to meet its obligations as they come due for a year from the date the condensed consolidated financial statements were issued. Concentration of Credit and Business Risks Our customers are located in the United States, Europe and Asia. As of March 31, 2025, four of our customers represented approximately 94.0 % of our consolidated accounts receivable and unbilled revenues. As of December 31, 2024, four of our customers represented approximately 80.9 % of our consolidated accounts receivable and unbilled revenues. Customers who accounted for 10.0% or more of our net revenues during the three months ended March 31, 2025 are as follows: ● Seiko Epson – 39.02 % ● Alps Alpine – 27.8 % ● Hewlett-Packard Company – 19.6 % Customers who accounted for 10.0% or more of our net revenues during the three months ended March 31, 2024 are as follows: ● Hewlett-Packard Company – 30.9 % ● Alps Alpine – 22.9 % ● Seiko Epson – 19.6 % Revenues The following tables present the net revenues distribution by geographical area and market: Three months ended March 31, 2025 2024 (in thousands) Amount Percentage Amount Percentage North America Net revenues from Automotive $ - - % $ - - % Net revenues from IT & Industrial 113 100.0 % 271 100.0 % $ 113 100.0 % $ 271 100.0 % Asia Pacific Net revenues from Automotive $ 143 40.1 % $ 248 54.6 % Net revenues from IT & Industrial 214 59.9 % 206 45.4 % $ 357 100.0 % $ 454 100.0 % Europe, Middle East and Africa Net revenues from Automotive $ 43 100.0 % $ 89 100.0 % Net revenues from IT & Industrial - - % - - % $ 43 100.0 % $ 89 100.0 % 7 Contract Liabilities The following table presents our deferred revenues by source: (in thousands) March 31, 2025 December 31, 2024 Deferred revenues license fees $ 75 $ - $ 75 $ - During the three months ended March 31, 2025 and 2024, the Company recognized revenues of approximately zero and $ 27,000 respectively, related to contract liabilities outstanding at the beginning of the period. Income Taxes We recognize deferred tax liabilities and assets for the expected future tax consequences of items that have been included in the condensed consolidated financial statements or tax returns. We estimate income taxes based on rates in effect in each of the jurisdictions in which we operate. Deferred income tax assets and liabilities are determined based upon differences between the financial statement and income tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The realization of deferred tax assets is based on historical tax positions and expectations about future taxable income. Valuation allowances are recorded against net deferred tax assets when, in our opinion, realization is uncertain based on the “more likely than not” criteria of the accounting guidance. Based on the uncertainty of future pre-tax income, we fully reserved our net deferred tax assets as of March 31, 2025 and December 31, 2024. In the event we were to determine that we would be able to realize our deferred tax assets in the future, an adjustment to the deferred tax asset would increase income in the period such determination was made. The provision for income taxes represents the net change in deferred tax amounts, plus income taxes paid or payable for the current period. We follow U.S. GAAP related accounting for uncertainty in income taxes, which provisions include a two-step approach to recognizing, de-recognizing and measuring uncertainty in income taxes. As a result, we did not recognize a liability for unrecognized tax benefits. As of March 31, 2025 and December 31, 2024, we had no unrecognized tax benefits. 2. Discontinued Operations During the fourth quarter of 2023 the Company decided to phase out the product business and as a consequence terminate production at the Pronode Technologies AB facilities in Kungsbacka, Sweden. Subsequently, we commenced the phase out of our TSM product business during the first quarter of 2024 through licensing of the TSM technology to strategic partners or outsourcing. In May 2024, we stopped producing TSMs and started to shut down the factory. The facility lease terminated as of September 30, 2024 and was not renewed. The Company concluded that the termination of TSM manufacturing met the criteria for discontinued operations. As a result, this business has been reclassified to discontinued operations in these consolidated financial statements for all periods presented. Assets and Liabilities of Discontinued Operations Assets and liabilities of discontinued operations are presented separately in the condensed consolidated balance sheets for all periods presented. On March 31, 2025 and December 31, 2024, these balances consisted of assets and liabilities of the Company’s Products business. 8 The following table presents a reconciliation of the carrying amounts of the major classes of these assets and liabilities to the assets and liabilities of discontinued operations as presented on the Company’s condensed consolidated balance sheets: March 31, December 31, (in thousands) 2025 2024 ASSETS OF DISCONTINUED OPERATIONS Current assets: Accounts receivable and unbilled revenues, net $ 52 $ - Total current assets of discontinued operations 52 - Total assets of discontinued operations $ 52 $ - Income (Loss) from Discontinued Operations Discontinued operations for the three months ended March 31, 2025 and 2024, respectively, consists of results from the Company’s products business. The following table provides details about the major classes of line items constituting “Income (loss) from discontinued operations” as presented on the Company’s condensed consolidated statements of operations: Three months ended March 31, (in thousands) 2025 2024 Revenues: Products $ 67 $ 200 Total revenues 67 200 Cost of revenues: Products - 380 Total cost of revenues - 380 Gross (loss) margin 67 ( 180 ) Operating expenses: General and administrative - 188 Total operating expenses - 188 Operating income (loss) 67 ( 368 ) Income (loss) from discontinued operations $ 67 $ ( 368 ) Cash Flows Information The following table presents cash flow information for discontinued operations: Three months ended March 31, (in thousands) 2025 2024 Depreciation and amortization $ - $ 15 Amortization of operating lease ROU assets - 17 Inventory impairment loss - 278 9 3. Stockholders’ Equity At-the-Market Facility On May 10, 2021, we entered into an At Market Issuance Sales Agreement (the “B. Riley Sales Agreement”) with B. Riley Securities, Inc. (“B. Riley Securities”) with respect to an “at the market” offering program (the “B. Riley ATM Facility”), under which we may, from time to time, in our sole discretion, issue and sell through B. Riley Securities, acting as sales agent, up to $ 25 million of shares of our common stock, in any method permitted that is deemed an “at the market” offering as defined in Rule 415 under the Securities Act of 1933, as amended. On May 29, 2024, we terminated the B. Riley Sales Agreement with B. Riley Securities. On June 4, 2024, we entered into an At The Market Offering Agreement (the “Ladenburg Sales Agreement”) with Ladenburg Thalmann & Co. Inc. (“Ladenburg”) with respect to an “at the market” offering program (the “Ladenburg ATM Facility”), under which we may, from time to time, in our sole discretion, issue and sell through Ladenburg, acting as agent or principal, up to approximately $ 10 million of shares of our common stock. Pursuant to the Ladenburg Sales Agreement, we may sell the shares through Ladenburg by any method permitted that is deemed an “at the market” offering as defined in Rule 415 under the Securities Act of 1933, as amended. Ladenburg will use commercially reasonable efforts consistent with its normal trading and sales practices to sell the shares from time to time, based upon instructions from us (including any price or size limits or other customary parameters or conditions we may impose). We will pay Ladenburg a commission of 3.0 % of the gross sales price per share sold under the Ladenburg Sales Agreement. We are not obligated to sell any shares under the Ladenburg Sales Agreement. The offering of shares pursuant to the Ladenburg Sales Agreement will terminate upon the earlier to occur of (i) the issuance and sale, through Ladenburg, of all of the shares of our common stock subject to the Ladenburg Sales Agreement and (ii) termination of the Ladenburg Sales Agreement in accordance with its terms. 4. Commitments and Contingencies Legal The Company is subject to legal proceedings and claims that may arise in the ordinary course of business. The Company is not aware of any pending or threatened litigation matters at this time that would have a material impact on the operations of the Company. 5. Net Loss per Share Basic net loss per common share for the three months ended March 31, 2025 and 2024 was computed by dividing the net loss attributable to common shareholders of Neonode Inc. for the relevant period by the weighted average number of shares of common stock outstanding. Diluted loss per common share is computed by dividing net loss attributable to common shareholders of Neonode Inc. for the relevant period by the weighted average number of shares of common stock and common stock equivalents outstanding excluding potential common stock equivalents that are anti-dilutive. The Company had no potential common stock equivalents for the three months ended March 31, 2025 and 2024, respectively. Three months ended March 31, (in thousands, except per share amounts) 2025 2024 BASIC AND DILUTED Weighted average number of common shares outstanding 16,783 15,359 Loss from continuing operations $ ( 1,800 ) $ ( 1,716 ) Income (loss) from discontinued operations 67 ( 368 ) Net loss $ ( 1,733 ) $ ( 2,084 ) Loss per share from continuing operations - basic and diluted $ ( 0.11 ) $ ( 0.11 ) Loss per share from discontinued operations - basic and diluted - ( 0.03 ) Net loss per share - basic and diluted (a) $ ( 0.10 ) $ ( 0.14 ) (a) Doesn’t sum due to rounding. 10 6. Segment Information The Company operates as one operating segment. Our chief operating decision maker (“CODM”) is our Chief Executive Officer, who reviews financial information presented on a consolidated basis. The CODM uses consolidated operating loss and net loss to assess financial performance and allocate resources. These financial metrics are used by the CODM to make key operating decisions, such as the allocation of budget between cost of revenues, research and development, sales and marketing, and general and administrative expenses. The following table presents key financial information with respect to the Company’s single operating segment: Three months ended March 31, (in thousands) 2025 2024 Revenues $ 513 $ 814 Costs and expenses (a) Cost of revenues 9 17 Product R&D 41 39 General and administrative, including rent 196 364 Payroll and related 1,703 1,722 Professional fees and IP 369 327 Marketing and travel 160 235 Total costs and expenses 2,478 2,704 Other segment items (b) - 3 Other income, net 155 181 Loss before provision for income taxes ( 1,810 ) ( 1,706 ) Provision for income taxes ( 10 ) 10 Loss from continuing operations $ ( 1,800 ) $ ( 1,716 ) (a) The significant expense categories and amounts align with the segment-level information that is regularly provided to the chief operating decision-maker. (b) Other segment items primarily include depreciation and amortization, payroll and related - re-allocated to cost of revenues, and stock options expense. The following table presents the long-lived assets property and equipment and right-of-use assets by geographic area: March 31, December 31, 2025 2024 Sweden $ 711 $ 696 Total $ 711 $ 696 We report revenues from external customers based on the country where the customer is located. The following table presents net revenues by country : Three months ended March 31, 2025 2024 (in thousands) Amount Percentage Amount Percentage Japan $ 350 68.3 % $ 386 47.4 % Sweden 33 6.4 % 25 3.1 % Germany 10 1.9 % 64 7.9 % China 6 1.2 % 6 0.7 % South Korea - - % 62 7.6 % Other 1 0.2 % - - % $ 400 78.0 % $ 543 66.7 % United States 113 22.0 % 271 33.3 % $ 513 100.0 % $ 814 100.0 % 7. Subsequent Events No other subsequent events have occurred that would require recognition in the condensed consolidated financial statements or disclosure in the notes thereto other than as discussed elsewhere in the accompanying notes. 11 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations Forward Looking Statements This Quarterly Report on Form 10-Q (this “Quarterly Report”) contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, adopted pursuant to the Private Securities Litigation Reform Act of 1995. Statements that are not purely historical may be forward-looking. For example, statements in this Quarterly Report regarding our plans, strategy and focus areas are forward-looking statements. You can identify some forward-looking statements by the use of words such as “believe,” “anticipate,” “expect,” “intend,” “goal,” “plan,” and similar expressions. Forward-looking statements involve inherent risks and uncertainties regarding events, conditions and financial trends that may affect our future plans of operation, business strategy, results of operations and financial position. A number of important factors could cause actual results to differ materially from those included within or contemplated by such forward-looking statements, including, but not limited to our history of losses since inception, our dependence on a limited number of customers, our reliance on our customers’ ability to design, manufacture and sell products that incorporate our touch technology, the length of a product development and release cycle, our and our customers’ reliance on component suppliers, the difficulty in verifying royalty amounts owed to us, our ability to remain competitive in response to new technologies, our dependence on key members of our management and development team, the costs to defend, as well as risks of losing, patents and intellectual property rights, our ability to obtain adequate capital to fund future operations, and general economic conditions, including inflation, or other effects related to future pandemics or epidemics, or geopolitical conflicts such as the ongoing war in Ukraine or the Gaza Strip. For a discussion of these and other factors that could cause actual results to differ from those contemplated in the forward-looking statements, please see the discussion under “Risk Factors” and elsewhere in this Quarterly Report, our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 and in our publicly available filings with the Securities and Exchange Commission. Forward-looking statements reflect our analysis only as of the date of this Quarterly Report. Because actual events or results may differ materially from those discussed in or implied by forward-looking statements made by us or on our behalf, you should not place undue reliance on any forward-looking statement. We do not undertake responsibility to update or revise any of these factors or to announce publicly any revision to forward-looking statements, whether as a result of new information, future events or otherwise. The following discussion and analysis should be read in conjunction with the condensed consolidated financial statements and the notes thereto included in Item 1 of this Quarterly Report and consolidated financial statements for the year ended December 31, 2024 included in our most recent Annual Report on Form 10-K. All information in the following discussion and analysis present the results of continuing operations and exclude amounts related to discontinued operations for all periods presented unless otherwise stated. Neonode Inc., collectively with its subsidiaries, is referred to in this Form 10-Q as “Neonode”, “we”, “us”, “our”, “registrant”, or “Company”. Overview Neonode provides advanced optical sensing solutions for touch, contactless touch, and gesture sensing. We also provide software solutions for machine perception that feature advanced machine learning algorithms to detect and track persons and objects in video streams from cameras and other types of imagers. We base our contactless touch, touch, and gesture sensing products and solutions using our zForce technology platform and our machine perception solutions on our MultiSensing technology platform. We market and sell our solutions to customers in many different markets and segments including, but not limited to, office equipment, automotive, industrial automation, medical, military and avionics. 12 Licensing We license our zForce technology to Original Equipment Manufacturers (“OEMs”) and automotive Tier 1 suppliers who embed our technology into products that they develop, manufacture and sell. Since 2010, our licensing customers have sold over 95 million devices that use our patented technology. As of March 31, 2025, we had 37 valid technology license agreements with global OEMs, Original Design Manufacturers (“ODMs”) and automotive Tier 1 suppliers. Our licensing customer base is primarily in the automotive and printer segments. Ten of our licensing customers are currently shipping products that embed our technology. We anticipate current customers will continue to ship products with our technology in 2025 and in future years. We also expect to expand our customer base with a number of new customers who will be looking to ship new products incorporating our zForce and MultiSensing technologies as they complete final product development and release cycles. We typically earn our license fees on a per unit basis when our customers ship products using our technology, but in the future, we may use other business models as well. Non-recurring Engineering Services We also offer non-recurring engineering (“NRE”) services related to application development linked to our TSMs and our zForce and MultiSensing technology platforms on a flat rate or hourly rate basis. Typically, our licensing customers require engineering support during the development and initial manufacturing phase for their products using our technology, while our TSM customers require hardware or software modifications to our standard products or support during the development and initial manufacturing phases of their products using our technology. In both cases we can offer NRE services and earn NRE revenues. Global Conflicts The ongoing war in Ukraine has impacted the global economy as the United States, the UK, the EU, and other countries have imposed broad export controls and financial and economic sanctions against Russia (a large exporter of commodities), Belarus, and specific areas of Ukraine, and may continue to impose additional sanctions or other measures. Russia may impose its own counteractive measures. We do not procure materials directly from Ukraine or Russia, but the war in Ukraine may further exacerbate ongoing supply chain disruptions that are occurring across the globe. In addition, the war in Israel and Gaza and the possible expansion of such war has created political and potential economic uncertainty in the Middle East. While the precise effects on global economies from the Israel-Hamas war, the war in Ukraine and related sanctions remain uncertain, there has been significant volatility in the financial markets, fluctuations in currency exchange rates, and an increase in energy and commodity prices globally. Should the wars continue or escalate, there may be various economic and security consequences including, but not limited to, additional supply shortages of different kinds; further increases in prices of commodities; significant disruptions in logistics infrastructure and telecommunications services; and risks relating to the unavailability of information technology systems and infrastructure. The resulting impacts on the global economy, financial markets, inflation, interest rates, and unemployment, among others, could adversely impact economic and financial conditions. 13 Results of Operations A summary of our financial results is as follows: Three months ended March 31, Variance in (in thousands, except percentages) 2025 2024 Dollars Percent Revenues: License fees $ 497 $ 773 $ (276 ) (35.7 )% Percentage of revenue 96.9 % 95.0 % Non-recurring engineering $ 16 $ 41 $ (25 ) (61.0 )% Percentage of revenue 3.1 % 5.0 % Total Revenue $ 513 $ 814 $ (301 ) (37.0 )% Cost of revenues: Non-recurring engineering $ 9 $ 17 $ (8 ) (47.1 )% Percentage of revenue 1.8 % 2.1 % Total cost of revenues $ 9 $ 17 $ (8 ) (47.1 )% Total gross margin $ 504 $ 797 $ (293 ) (36.8 )% Operating expenses: Research and development $ 975 $ 895 $ 80 8.9 % Percentage of revenue 190.1 % 110.0 % Sales and marketing 642 816 (174 ) (21.3 )% Percentage of revenue 125.1 % 100.2 % General and administrative 852 972 (120 ) (12.3 )% Percentage of revenue 166.1 % 119.4 % Total operating expenses $ 2,469 $ 2,683 $ (214 ) (8.0 )% Percentage of revenue 481.3 % 329.6 % Operating loss $ (1,965 ) $ (1,886 ) $ (79 ) 4.2 % Percentage of revenue (383.0 )% (231.7 )% Other income, net 155 180 (25 ) (13.9 )% Percentage of revenue 30.2 % 22.1 % Provision for income taxes (10 ) 10 (20 ) (200.0 )% Percentage of revenue (1.9 )% 1.2 % Loss from continuing operations $ (1,800 ) $ (1,716 ) $ (84 ) 4.9 % Percentage of revenue (350.9 )% (210.8 )% Loss per share from continuing operations $ (0.11 ) $ (0.11 ) $ - - % 14 Revenues All of our sales for the three months ended March 31, 2025 and 2024 were to customers located in the United States, Europe and Asia. Total revenues were $0.5 million for the three months ended March 31 2025, compared to $0.8 million for the same period in 2024. The decrease in total revenues of 37.0% for the three months ended March 31, 2025, as compared to the same period in 2024, is explained by lower license fees and non-recurring revenues. License Fees Revenues from license fees were $0.5 million for the three months ended March 31, 2025, compared to $0.8 million for the three months ended March 31, 2024. The decrease of 35.7% for the three months ended March 31, 2025, as compared to the same period in 2024, was mainly due to lower demand for our legacy customers products within printer and passenger car touch applications. Non-recurring Engineering Revenues from non-recurring engineering were $16,000 for the three months ended March 31, 2025, compared to $41,000 for the three months ended March 31, 2024. Most of our non-recurring engineering revenues are related to application development and proof-of-concept projects related to our zForce and MultiSensing technology platforms. The decrease of 61.0% for the three months ended March 31, 2025, as compared to the same period in 2024 was the result of fewer projects. The following tables presents the net revenues by market and revenue stream: Three months ended March 31, 2025 2024 (in thousands) Amount Percentage Amount Percentage Automotive License fees $ 178 95.7 % $ 337 100.0 % Non-recurring engineering 8 4.3 % - - % $ 186 100.0 % $ 337 100.0 % IT & Industrial License fees $ 319 97.6 % $ 436 91.4 % Non-recurring engineering 8 2.4 % 41 8.6 % $ 327 100.0 % $ 477 100.0 % 15 Gross Margin Our total gross margin was 98.2% for the three months ended March 31, 2025, compared to 97.9% for the three months ended March 31, 2024. Our cost of revenues includes the direct cost of production of certain customer prototypes, costs of engineering personnel, engineering consultants to complete the engineering design contracts. Research and Development Research and development (“R&D”) expenses were $1.0 million for the three months ended March 31, 2025, compared to $0.9 million for the three months ended March 31, 2024. The increase of 8.9% for the three months ended March 31, 2025 compared to the same period in 2024 was primarily related to higher payroll and related costs. R&D expenses primarily consist of personnel-related costs in addition to external consultancy costs, such as testing, certifying and measurements, along with costs related to developing and building new product prototypes. Sales and Marketing Sales and marketing expenses were $0.6 million for the three months ended March 31, 2025, compared to $0.8 million for the three months ended March 31, 2024. The decrease of 21.3% for the three months ended March 31, 2025 compared to the same period in 2024 was primarily related to lower payroll and related costs. Our sales and marketing activities focus on OEM, ODM and Tier 1 customers who will license our technology. General and Administrative General and administrative expenses were $0.9 million for the three months ended March 31, 2025, compared to $1.0 million for the three months ended March 31, 2024. The decrease of 12.3% for the three months ended March 31, 2025, compared to the same period in 2024 was primarily related to lower payroll and related costs. Other Income Other income was $0.2 million for the three months ended March 31, 2025, compared to $0.2 million for the three months ended March 31, 2024. The other income for the period was mainly related to interest income earned. Income Taxes Our effective tax rate was 0.6% for the three months ended March 31, 2025, compared to (0.6)% for the three months ended March 31, 2024. The tax rate is due to global intangible low-taxed income and change in valuation allowance. Net Loss As a result of the factors discussed above, we recorded a loss from continuing operations of $1.8 million for the three months ended March 31, 2025, and $1.7 million for the same periods in 2024. 16 Liquidity and Capital Resources Our liquidity is dependent on many factors, including sales volume, operating profit and the efficiency of asset use and turnover. Our future liquidity will be affected by, among other things: ● licensing of our technology; ● operating expenses; ● timing of our OEM customer product shipments; ● timing of payment for our technology licensing agreements; ● gross profit margin; and ● ability to raise additional capital, if necessary. As of March 31, 2025, we had cash and cash equivalents of $15.0 million, as compared to $16.4 million as of December 31, 2024. Based on our current cash position, and assuming currently planned expenditures and level of operations, we believe we have sufficient capital to fund operations for the twelve-month period subsequent to the date of this Report. Working capital (current assets less current liabilities) was $14.1 million as of March 31, 2025, compared to $16.1 million as of December 31, 2024. Net cash used in operating activities for combined continuing and discontinued operations for the three months ended March 31, 2025, was $1.4 million and was primarily the result of a net loss of $1.7 million and approximately $0.1 million in non-cash operating expenses, comprised of depreciation and amortization and amortization of operating lease right-of-use assets and changes in operating assets and liabilities of $0.2 million. Net cash used in operating activities for combined continuing and discontinued operations for the three months ended March 31, 2024, was $1.9 million and was primarily the result of a net loss of $2.1 million and approximately $0.3 million in non-cash operating expenses, comprised of stock-based compensation expense, depreciation and amortization, amortization of operating lease right-of-use assets and inventory impairment loss and changes in operating assets and liabilities of $0.2 million. Net cash used in investing activities for the three months ended March 31, 2025, was approximately $40,000 and was primarily the result of purchase of property and equipment. Net cash used in investing activities for the three months ended March 31, 2024, was zero. Net cash used in financing activities for the three months ended March 31, 2025 and 2024, was approximately $2,000 and $9,000, respectively, and was primarily the result of principal payments on finance leases. We have incurred significant operating losses and negative cash flows from operations since our inception. The Company incurred net losses for combined continuing and discontinued operations of approximately $1.7 million for the three ended March 31, 2025, compared to $1.7 million for the three months ended March 31, 2024, and had an accumulated deficit of approximately $225.8 million and $224.1 million as of March 31, 2025 and December 31, 2024, respectively. In addition, operating activities used cash of approximately $1.4 million and $1.9 million for the three months ended March 31, 2025 and 2024, respectively. 17 The condensed consolidated financial statements included herein have been prepared on a going concern basis, which contemplates continuity of operations and the realization of assets and the repayment of liabilities in the ordinary course of business. Management evaluated the significance of the Company’s operating loss and negative cash flows from operations and determined that the Company’s current operating plan and sources of liquidity would be sufficient to alleviate concerns about the Company’s ability to continue as a going concern. Management has prepared an operating plan and believes that the Company has sufficient cash to meet its obligations as they come due for a year from the date the financial statements were issued. In the future, we may require sources of capital in addition to cash on hand and our Ladenburg ATM Facility to continue operations and to implement our strategy. If our operations do not become cash flow positive, we may be forced to seek equity investments or debt arrangements. Historically, we have been able to access the capital markets through sales of common stock and warrants to generate liquidity. Our management believes it could raise capital through public or private offerings if needed to provide us with sufficient liquidity. No assurances can be given, however, that we will be successful in obtaining such additional financing on reasonable terms, or at all. If adequate funds are not available on acceptable terms, or at all, we may be unable to adequately fund our business plans and it could have a negative effect on our business, results of operations and financial condition. In addition, no assurance can be given that stockholders will approve an increase in the number of our authorized shares of common stock if needed. The issuance of equity securities or securities convertible into equity could dilute the value of shares of our common stock and cause the market price to fall, and the issuance of debt securities could impose restrictive covenants that could impair our ability to engage in certain business transactions. The functional currency of our foreign subsidiaries is the applicable local currency, the Swedish Krona, the Japanese Yen, the South Korean Won and the Taiwan Dollar. They are subject to foreign currency exchange rate risk. Any increase or decrease in the exchange rate of the U.S. Dollar compared to the Swedish Krona, Japanese Yen, South Korean Won or Taiwan Dollar will impact our future operating results. Contractual Obligations and Off-Balance Sheet Arrangements We do not have any transactions, arrangements, or other relationships with unconsolidated entities that are reasonably likely to affect our liquidity or capital resources other than the operating leases incurred in the normal course of business. We have no special purpose or limited purpose entities that provide off-balance sheet financing, liquidity, or market or credit risk support. We do not engage in leasing, hedging, research and development services, or other relationships that expose us to liability that is not reflected on the face of the consolidated financial statements. Operating Leases Neonode Inc. now operates solely through a virtual office in California. On December 1, 2020, Neonode Technologies AB entered into a lease for 6,684 square feet of office space located at Karlavägen 100, Stockholm, Sweden. The lease agreement has been extended and is valid through November 2026. It is extended on a yearly basis unless written notice is provided nine months prior to the expiration date. For total rent expense for combined continuing and discontinued operations, we recorded $104,000 for the three months ended March 31, 2025, compared to $126,000 for the three months ended March 31, 2024. 18 Non-Recurring Engineering Development Costs On April 25, 2013, we entered into an Analog Device Development Agreement with an effective date of December 6, 2012 (the “NN1002 Agreement”) with Texas Instruments (“TI”) pursuant to which TI agreed to integrate our intellectual property into an ASIC, which is used in our licensed technology. Under the terms of the NN1002 Agreement, we agreed to pay TI $500,000 of non-recurring engineering costs at the rate of $0.25 per ASIC for each of the first 2 million ASICs sold. As of March 31, 2025, we had made no payments to TI under the NN1002 Agreement. At-the-Market Offering Program On May 10, 2021, we entered into an At Market Issuance Sales Agreement (the “B. Riley Sales Agreement”) with B. Riley Securities, Inc. (“B. Riley Securities”) with respect to an “at the market” offering program (the “B. Riley ATM Facility”), under which we may, from time to time, in our sole discretion, issue and sell through B. Riley Securities, acting as sales agent, up to $25 million of shares of our common stock, in any method permitted that is deemed an “at the market” offering as defined in Rule 415 under the Securities Act of 1933, as amended. On May 29, 2024, we terminated the B. Riley Sales Agreement with B. Riley Securities. On June 4, 2024, we entered into an At The Market Offering Agreement (the “Ladenburg Sales Agreement”) with Ladenburg Thalmann & Co. Inc. (“Ladenburg”) with respect to an “at the market” offering program (the “Ladenburg ATM Facility”), under which we may, from time to time, in our sole discretion, issue and sell through Ladenburg, acting as agent or principal, up to approximately $10 million of shares of our common stock. Pursuant to the Ladenburg Sales Agreement, we may sell the shares through Ladenburg by any method permitted that is deemed an “at the market” offering as defined in Rule 415 under the Securities Act of 1933, as amended. Ladenburg will use commercially reasonable efforts consistent with its normal trading and sales practices to sell the shares from time to time, based upon instructions from us (including any price or size limits or other customary parameters or conditions we may impose). We will pay Ladenburg a commission of 3.0% of the gross sales price per share sold under the Ladenburg Sales Agreement. We are not obligated to sell any shares under the Ladenburg Sales Agreement. The offering of shares pursuant to the Ladenburg Sales Agreement will terminate upon the earlier to occur of (i) the issuance and sale, through Ladenburg, of all of the shares of our common stock subject to the Ladenburg Sales Agreement and (ii) termination of the Ladenburg Sales Agreement in accordance with its terms. During the three months ended March 31, 2025 and 2024, no shares were sold under the Ladenburg ATM Facility. 19 Patent Assignment On May 6, 2019, the Company assigned a portfolio of patents to Aequitas Technologies LLC (“Aequitas”), an unrelated third party. The assignment provides the Company the right to share the potential net proceeds generated from possible licensing and monetization program that Aequitas may enter into. Under the terms of the assignment, net proceeds mean gross proceeds less out of pocket expenses and legal fees paid by Aequitas. The Company’s share would also be net of the Company’s own fees and expenses, including a brokerage fee payable by the Company in connection with the original assignment to Aequitas. As reflected in publicly available court filings, on June 8, 2020, Neonode Smartphone LLC, an unrelated third party that is a subsidiary of Aequitas (“Aequitas Sub”), filed complaints against Apple Inc. (“Apple”) (assigned docket number 6:20-cv-00505-ADA), and Samsung Electronics Co., Ltd., and Samsung Electronics America, Inc. (collectively, “Samsung”) (assigned docket number 6:20-cv -00507-ADA; see also 6:23-cv-00204-ADA), in the Western District of Texas alleging infringement of two patents, U.S. Patent Nos. 8,095,879 and 8,812,993. U.S. Patent No. 8,095,879 In November 2020, Samsung and Apple filed a petition for inter partes review of certain challenged claims in U.S. Patent No. 8,095,879, assigned proceeding number IPR2021-00144. As reflected in publicly available records, the U.S. Patent and Trademark Office Patent Trial and Appeal Board (“PTAB”) denied the petition in June 2021. Apple and Samsung filed a request for rehearing, which was ultimately granted on December 3, 2021, and inter partes review was instituted. The court case against Apple was subsequently transferred to the Northern District of California in November 2021 and assigned docket number 3:21-cv-08872, which was subsequently stayed pending the PTAB’s decision. The case against Samsung in the Western District of Texas was likewise stayed pending PTAB ruling. Meanwhile, in June 2021, Google LLC (“Google”) filed a separate petition with the PTAB seeking inter partes review of certain challenged claims in U.S. Patent No. 8,095,879, assigned proceeding number IPR2021-01041. As reflected in publicly available records, the PTAB granted the petition in January 2022 The PTAB found in favor of Aequitas Sub and against Apple and Samsung in December 2022 in connection with the inter partes review proceedings, ruling that none of the challenged claims were unpatentable. The PTAB similarly held in favor of Aequitas Sub and against Google in January 2023. Apple and Samsung appealed to the United States Court of Appeals for the Federal Circuit (the “Federal Circuit”) in February 2023 (assigned docket number 23-1464, and Google filed its appeal in the Federal Circuit in March 2023 (assigned docket number 23-1638. On July 18, 2024, the Federal Circuit affirmed the PTAB’s rulings, found in favor of Aequitas Sub and against Google and Apple/Samsung, and held that none of the challenged claims in U.S. Patent No. 8,095,879 are unpatentable. As reflected in publicly available court records, on July 14, 2023, the United States District Court for the Western District of Texas entered its final claim constructions in the Samsung case (docket number 6:20-cv-507), and based on those claim constructions, entered judgment in favor of Samsung and against Aequitas Sub. Aequitas Sub filed an appeal with the Federal Circuit in August 2023 (assigned docket number 23-2304), and oral argument was held on June 6, 2024 As reflected on the public court docket, on August 20, 2024, the Federal Circuit issued its written opinion, reversing and remanding the case to the Western District of Texas for further proceedings. Specifically, the Federal Circuit held that claim 1 of the ‘879 patent was not indefinite. Mandate issued returning the case to the Western District of Texas on September 26, 2024. On November 5, 2024, Samsung filed its Answer to the Complaint. Under the current schedule order, the parties are set to conclude fact discovery on May 23, 2025. Trial is scheduled to begin on October 24, 2025. The case against Apple remains pending in the United States District Court for the Northern District of California. On November 13, 2024, the Court granted the parties’ motion to continue the stay pending resolution of the Samsung case pending in the Western District of Texas (case number 20-cv-00507-ADA) by settlement or final judgment. 20 U.S. Patent No. 8,812,993 Based on information in public records, in November 2020, Samsung and Apple collectively sought inter partes review of certain claims in U.S. Patent No. 8,812,993 (assigned proceeding number IPR2021-00145). In June 2022, the PTAB invalidated U.S. Patent No. 8,812,993, which Aequitas Sub appealed to the Federal Circuit in August 2022 (assigned docket number 22-2134). The Federal Circuit affirmed the PTAB’s decision on June 11, 2024. Item 3. Quantitative and Qualitative Disclosures about Market Risk Not applicable. Item 4. 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 March 31, 2025. Based upon that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures were not effective at the reasonable assurance level as of March 31, 2025 due to the material weaknesses in internal control over financial reporting that are described in our Annual Report on Form 10-K for the year ended December 31, 2024. We 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. The Company has implemented user specific permission sets in the identified systems to facilitate proper segregation of duties. The Company also implemented a separate control to monitor changelogs and approvals in the ERP system. These controls have not yet been tested to verify that they are operating effectively in remediation of the material weakness. 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. The Company is planning to implement extended controls of the income tax calculations. 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 Except for the changes described to internal control 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 quarter ended March 31, 2025 that have materially affected or are reasonably likely to materially affect, our internal control over financial reporting. 21 PART II. OTHER INFORMATION Item 1. Legal Proceedings We are not a party to any pending legal proceedings. From time to time, we may become subject to legal proceedings, claims, and litigation arising in the ordinary course of business, including, but not limited to, employee, customer and vendor disputes. Item 1A. Risk Factors Except as described herein, 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, 2024. Item 2. Unregistered Sales of Equity Securities and Use of Proceeds None. Item 3. Defaults Upon Senior Securities. Not applicable. Item 4. Mine Safety Disclosures. Not applicable. Item 5. Other Information None . Item 6. Exhibits Exhibit # Description 3.1 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. 001-35526) filed on November 8, 2018) 3.2 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 ) 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+ Employment Agreement, Dated March 21, 2025, by and between Neonode Technologies AB and Daniel Alexus ( incorporated by reference to Exhibit 10.1 of the registrant’s current report on Form 8-K (File No. 001-35526) filed on March 24, 2025 ). 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 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). * Filed herewith ** Furnished herewith + Management contract or compensatory plan or arrangement 22 SIGNATURES 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. NEONODE INC. Date: May 14, 2025 By: /s/ Fredrik Nihlén Fredrik Nihlén Chief Financial Officer, (Principal Financial and Accounting Officer) 23