What changed in this filing

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Item 9A. Controls and Procedures

2026-03-18 compared with 2025-03-21 · 59 added, 89 removed, 64 unchanged (70% of the section changed)

CONTROLS AND PROCEDURES

of Disclosure Controls and Procedures

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

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.

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, 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 December 31, 2025 due to material weaknesses in our internal control over financing reporting described below.

Material Weaknesses

We identified material weaknesses 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:

We did not maintain information technology general controls, including user access, change management, and computer operation controls, to support the effective operation of financially significant systems.

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.

There are 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 reporting.

Remediation 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 effectively.

Our management will continue to monitor the effectiveness of our remediation plans in future periods and will make changes we determine to be appropriate.

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 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, 2025 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.

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.

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, 2025.

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 not effective as of December 31, 2025, due to the material weaknesses described above.

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.

OTHER INFORMATION

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

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.

The information required by this Item will be included in our definitive proxy statement for the 2026 Annual Meeting of Stockholders and is incorporated herein by reference.

Insider Trading Policy and Procedures

We 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

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.

The information required by this Item will be included in our definitive proxy statement for the 2026 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.

The information required by this Item will be included in our definitive proxy statement for the 2026 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.

The information required by this Item will be included in our definitive proxy statement for the 2026 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.

The information required by this Item will be included in our definitive proxy statement for the 2026 Annual Meeting of Stockholders and is incorporated herein by reference.

EXHIBITS, FINANCIAL STATEMENT SCHEDULES

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

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.

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)

9 unchanged sentences

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)

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)

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)

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 )

12 unchanged sentences

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

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, filed on March 24, 2025) .

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)

2 unchanged sentences

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

10 unchanged sentences

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

Management contract or

compensatory plan or arrangement

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.

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.

March 18, 2026

Fredrik Nihlén

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.

/s/ Fredrik Nihlén

Fredrik Nihlén

Interim Chief Executive

Officer and Chief Financial Officer

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/ Pierre Daniel Alexus

President and Chief Executive Officer

March 18, 2026

Pierre Daniel Alexus

(Principal Executive Officer )

/s/ Fredrik Nihlén

Chief Financial Officer

March 18, 2026

Fredrik Nihlén

(Principal Executive Officer and Financial and Accounting

(Principal Financial and Accounting Officer)

/s/ Ulf Rosberg

3 unchanged sentences

March 18, 2026

/s/ Peter Lindell

March 18, 2026

Peter Lindell

/s/ Didier Schreiber

March 18, 2026

Cecilia Edström

Didier Schreiber

/s/ Peter Kruk

March 18, 2026

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