Neonode Inc. 10-K

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, 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. 24 Table of Contents 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. 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. ITEM 9B. OTHER INFORMATION None ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not applicable. 25 Table of Contents 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 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. ITEM 11 . EXECUTIVE COMPENSATION 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. 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 2026 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 2026 Annual Meeting of Stockholders and is incorporated herein by reference. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES 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. 26 Table of Contents 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. 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) 4.2 Form of Senior Indenture (incorporated by reference to Exhibit 4.5 to the registrant ’ s Form S-3 (No. 333-279252), filed on May 9, 2024) 4.3 Form of Subordinated Indenture (incorporated by reference to Exhibit 4.6 to the registrant ’ s Form S-3 (No. 333-279252), filed on May 9, 2024) 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 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) 10.5 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 ) 10.6 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 ) 10.7 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 ) 10.8 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 ) 10.9 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 ) 10.10 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). 10.11 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). 10.12+ Termination Agreement, dated April 10, 2024, by and among Dr. Urban Forssell, the Company, and Neonode Technologies AB (incorporated by reference to Exhibit 10.1 of the registrant ’ s current report on Form 8-K, filed on April 16, 2024) 10.13 At The Market Offering Agreement, dated June 3, 2024, by and between Neonode Inc. and Ladenburg Thalmann & Co. Inc. (incorporated by reference to Exhibit 10.1 of the registrant ’ s current report on Form 8-K, filed on June 4, 2024) 10.14+ 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) . 16.1 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) 19.1 Neonode Inc. Insider Trading Policy 21 Subsidiaries of the registrant 23.1 Consent of Crowe LLP, 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 (incorporated by reference to Exhibit 97.1 of the registrant ’ s annual report on Form 10-K filed on February 28, 2024) 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. 27 Table of Contents 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: March 18, 2026 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/ 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 Financial and Accounting Officer) /s/ Ulf Rosberg Chairman of the Board of Directors March 18, 2026 Ulf Rosberg /s/ Per Löfgren Director March 18, 2026 Per Löfgren /s/ Peter Lindell Director March 18, 2026 Peter Lindell /s/ Didier Schreiber Director March 18, 2026 Didier Schreiber /s/ Peter Kruk Director March 18, 2026 Peter Kruk 28