UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington, D.C.
20549



Amendment
No. 1

to

FORM 10-K



☒   ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



For
the fiscal year ended December 31, 2019



or



☐
  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



For
the transition period from ________ to _________



Commission
File No. 1-35526



NEONODE
INC.

(Exact
name of Registrant as specified in its charter)



|Delaware                                                                                                                |  | 94-1517641                                
|----------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------------
|(State
                                         or Other Jurisdiction of
        Incorporation
        or Organization) |  | (I.R.S.
    EmployerIdentification Number)



Storgatan
23C, 114 55 Stockholm, Sweden

(Address
of Principal Executive Office and Zip Code)



+46
(0) 8 667 17 17

(Registrant’s
Telephone Number, including Area Code)



Securities
registered pursuant to Section 12(b) of the Act:



|Title
    of Each Class                      |  | Trading
    Symbol |  | Name
    of Each Exchange on Which Registered
|-------------------------------------------- |  | ------------------ |  | ---------------------------------------------
|Common
    Stock, par value $0.001 per share |  | NEON               |  | The
    Nasdaq Stock Market LLC              



Securities
registered pursuant to Section 12(g) of the Act: None



Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐  No
☒



Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐   No
☒



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,” “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 Act. Yes ☐   No
☒



The
approximate aggregate market value of voting and non-voting common equity held by non-affiliates of the registrant, based on the
closing price for the registrant’s common stock on June 30, 2019 (the last business day of the registrant’s most recently
completed second fiscal quarter) as reported on the Nasdaq Stock Market, was $11,881,870.



The
number of shares of the registrant’s common stock outstanding as of April 24, 2020 was 9,171,154.



DOCUMENTS
INCORPORATED BY REFERENCE



None.


















NEONODE
INC.



2019
ANNUAL REPORT ON FORM 10-K



TABLE
OF CONTENTS



|         | EXPLANATORY NOTE                                                                               | ii
|-------- | ---------------------------------------------------------------------------------------------- | --
|         |                                                                                                |   
|PART III |                                                                                               
|         |                                                                                                |   
|Item 10. | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE                                         | 1 
|Item 11. | EXECUTIVE COMPENSATION                                                                         | 4 
|Item 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS | 7 
|Item 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE                      | 10
|Item 14. | PRINCIPAL ACCOUNTING FEES AND SERVICES                                                         | 10
|         |                                                                                                |   
|PART IV  |                                                                                               
|         |                                                                                                |   
|Item 15. | EXHIBITS, FINANCIAL STATEMENT SCHEDULES                                                        | 11
|Item 16. | FORM 10-K SUMMARY                                                                              | 11
|         | SIGNATURES                                                                                     | 12



i







EXPLANATORY
NOTE





This Amendment No. 1 (“Amendment No. 1”)
to the Annual Report on Form 10-K for the fiscal year ended December 31, 2019 (the “2019 Form 10-K”) filed with the
U.S. Securities and Exchange Commission (“SEC”) on March 11, 2020 (the “Original Filing”) is being filed
by Neonode Inc. (collectively with its subsidiaries, referred to in this Amendment No. 1 as “Neonode”, “we”,
“us”, “our”, “registrant”, or “Company”) solely to amend the Original Filing to
include the information required by Items 10 through 14 of Part III of Form 10-K. This information was previously omitted from
the Original Filing in reliance on General Instruction G(3) to Form 10-K, which permits the information in the above-referenced
items to be incorporated into this 2019 Form 10-K by reference from our definitive proxy statement if such proxy statement is filed
no later than 120 days after our fiscal year-end. We are filing this Amendment No. 1 to include the Part III information in this
2019 Form 10-K because our definitive proxy statement will be filed more than 120 days after our fiscal year-end.





Except
as described above, no other changes have been made to the Original Filing. The Original Filing continues to speak as of the date
of the Original Filing, and we have not updated the disclosures contained therein to reflect any events which occurred at a date
subsequent to the filing of the Original Filing. Accordingly, this Amendment No. 1 should be read in conjunction with the Original
Filing.



ii







PART
III



|ITEM 10. | DIRECTORS,
    EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|-------- | ----------------------------------------------------------



The
Board of Directors



In accordance with the Restated Certificate
of Incorporation of Neonode, Inc., as amended (“Certificate of Incorporation”), the Board of Directors exclusively
determines the number of directors that compose the Board. By resolution, the Board of Directors has fixed the size of the Board
at six members.



Also in accordance with our Certificate of Incorporation,
the Board of Directors is divided into three classes. Each class has a three-year term. Currently, two members of the Board serve
in Class I, one member serves in Class II, and three members serve in Class III.



Our Certificate of Incorporation further provides
that any vacancies on the Board of Directors may be filled by persons elected by a majority of the remaining directors. A director
elected by the Board to fill a vacancy in a class may serve for the remainder of the full term of that class and until the director’s
successor is elected and qualified.





The
identities and biographies of each nominee and continuing member to the three classes of the Board of Directors serving staggered,
three-year terms are as follows:



Class
I Directors Continuing in Office with Terms Expiring at the 2021 Annual Meeting:



Mattias
Bergman, age 52, currently is Chief Executive Officer of BIL Sweden, an industry association for Swedish manufacturers
and importers of passenger cars, buses and trucks. He previously served for six years as President of NEVS, a developer and manufacturer
of electric vehicles and mobility services based on the assets of SAAB Automobile. Prior to NEVS, Mr. Bergman held the position
of Vice President of Springtime, a Swedish public relations and communication agency, where he expanded its international presence
including into China and India. From 1991 to 2010, he held different leading roles in the Swedish Trade Council (today called
Business Sweden) and rotated in China, Japan and Korea.



The
Board of Directors has concluded that Mr. Bergman should serve as director because of his experience in the automotive industry
and his knowledge of business development and management, particularly in Asia.





Andreas Bunge, age 59, has
between 1994 and 2019 been Chief Executive Officer of Merkatura AB, a private holding company, and provides business consulting
for technology companies and is now working for Merkatura AG management S.L. From January 1, 2018 to March 31, 2018, he served
as our interim Chief Executive Officer. From 2012 to 2015, he served as Chief Executive Officer of Spago Nanomedical AB (formerly
Spago Imaging AB) until its public listing on Nasdaq OMX Nordic. From 2005 to 2012, Mr. Bunge founded and served as Chief Executive
Officer of Accelerator Nordic AB, which spun-off Spago Imaging in 2012. Prior to Accelerator Nordic, he founded and served as Chief
Executive Officer of Applied Sensor AB and held various managerial positions at Intentia AB.





The
Board of Directors has concluded that Mr. Bunge should serve as director because of his executive experience, including as former
interim chief executive officer of our company, and his understanding of engineering and technology.



Class
II Director Continuing in Office with Term Expiring at the 2022 Annual Meeting:



Ulf
Rosberg, age 54, currently serves as Chief Executive Officer of UMR Invest AB, a private holding company, and as Chairman
of Payair Technologies AB. He previously served in various leadership positions at Nordic Capital AB from 1994 until June 2017,
including as investment manager, director, partner, and most recently as senior advisor since 2012. Prior to joining Nordic Capital,
Mr. Rosberg held corporate finance positions with SEB Investment Banking and Leimdörfer & Partners.



The
Board of Directors has concluded that Mr. Rosberg should serve as director because of his investment and financial experience,
his significant ownership position in our company, and his service to our company as Chairman of the Board of Directors.





1







Class
III Directors Continuing in Office with Terms Expiring at the 2020 Annual Meeting:



Peter
Lindell, age 66, currently serves as Chairman and board member in several companies where he also is an owner. He is Chief
Executive Officer of Cidro Holding, a private holding company, and Chairman of Rite Internet Ventures Holding, Innohome OY, Frank
Dandy Holding AB and Acervo AB. He also is a board member of Packet Front Software AB and Storevision Holding AB. Mr. Lindell
has worked in the private equity market for twenty years as an investor and board member. He previously worked in the information
technology and computer industry in various management positions.



The
Board of Directors has concluded that Mr. Lindell should serve as director because of his board experience, understanding of the
private equity markets, and his significant ownership position in our company.



Lars
Lindqvist, age 62, has served as Chief Financial Officer of Optomed OY since June 2019. He previously served as Vice President,
Finance, Treasurer and Secretary of our company from August 2014 until May 2019. Prior to becoming an executive officer of our
company, Mr. Lindqvist previously served as a member of the Board of Neonode between November 2011 and August 2014. Mr. Lindqvist
previously served as a management consultant to LQ Consulting GmbH from January 2013 to July 2014, interim Chief Executive Officer
of 24 Mobile Advertising Solutions AB from June 2012 to December 2012, interim Chief Executive Officer of ONE Media Holding AB
from April 2011 to May 2012, and Chief Financial Officer for Mankato Investments AG Group from June 2005 to March 2011. In addition,
Mr. Lindqvist was Chief Financial Officer of Microcell OY, a Finnish ODM of mobile phones, from August 2002 to May 2005, and Chief
Financial Officer of Ericsson Mobile Phones from May 1995 to July 2002.



The
Board of Directors has concluded that Mr. Lindqvist should serve as director because of his prior role as Chief Financial Officer
of our company and knowledge of our company’s operations.



Per
Löfgren, age 56, has served as Vice President, Chief Financial Officer for Segment Networks of Telefonaktiebolaget
LM Ericsson (“Ericsson”) since June 2017. Ericsson is global telecommunications company listed on Nasdaq Nordic. Mr.
Löfgren also has served as President of Ericsson AB since January 2015. From January 2015 to May 2017, he served as Vice
President, Global Sales and Chief Financial Officer for Segment Global Services of Ericsson. From February 2011 to December 2014,
he served as Vice President and Chief Financial Officer of Ericsson North America. Prior to 2011, he served in various Ericsson
business units globally as a division chief financial officer, sales, and other management positions.



The
Board of Directors has concluded that Mr. Löfgren should serve as director because of his qualification as an audit committee
financial expert, his general financial and business knowledge, and his thirty years of experience in the communications and technology
industry.



Code
of Ethics



The
Board of Directors has adopted the Code of Business Conduct, which is applicable to our officers, directors, and employees. The
Code of Business Conduct contains a separate Code of Ethics that applies specifically to our company’s chief executive officer
and senior financial officers. The Code of Business Conduct, including the Code of Ethics, is available on our website at http://www.neonode.com/investor-relations/corporate-governance/.
If we amend or waive the Code of Business Conduct or Code of Ethics with respect to our directors, principal executive officer,
principal financial officer, principal accounting officer or controller, or persons performing similar functions, we will post
the amendment or waiver on our website. The information contained on our website is not part of and is not incorporated by reference
into this this proxy statement.



Stockholder
Nominations



The
Nominating and Governance Committee of the Board of Directors will consider director candidates recommended by stockholders. Refer
to our 2019 proxy statement for information regarding director nominations. Since the beginning of 2019, there have been no material
changes to the procedures by which stockholders may recommend director candidates.





2







Audit
Committee



The Board of Directors has established an Audit
Committee in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended. The current members of the
Audit Committee are Messrs. Löfgren, Rosberg, and Lindell. Prior to Mr. Lindell’s appointment to the Board and the
Audit Committee in June 2019, Åsa Hedin served on the Audit Committee in 2019 until her resignation from the Board in June
2019. Mr. Löfgren is Chairman of the Audit Committee.





Audit
Committee Financial Expert



The
Board of Directors has determined that Mr. Löfgren qualifies as an “audit committee financial expert” as defined
in SEC rules and also is “independent” as defined in applicable Nasdaq Stock Market rules.



Executive
Officers



Information about our current executive
officers and executive officers during 2019 is as follows:





|Name           |  | Title                                                                                                      |  | Executive Officer between                          
|-------------- |  | ---------------------------------------------------------------------------------------------------------- |  | ---------------------------------------------------
|Urban Forssell |  | President and Chief Executive Officer                                                                      |  | January 2020 to present                            
|Maria Ek       |  | Interim Chief Executive Officer 
Vice President, Finance, Chief Financial Officer, Treasurer and Secretary |  | October 2019 to December 2019 
June 2019 to present
|Håkan Persson  |  | Former President and Chief Executive Officer                                                               |  | April 2018 to October 2019                         
|Lars Lindqvist |  | Former Vice President, Finance, Chief Financial Officer, Treasurer and Secretary                           |  | August 2014 to May 2019                            





Urban
Forssell, age 50, commenced employment as President and Chief Executive Officer of our company on January 1, 2020. He
previously served since September 2013 as a Vice President and between March 2011 and August 2013 as a General Manager at Öhlins
Racing AB. His positions at Öhlins Racing included responsibility for sales and marketing of MC and Automotive suspension
systems, research and development, and quality assurance. Prior to joining Öhlins Racing, Mr. Forssell served as Manager
at Autoliv Electronics AB between September 2010 and February 2011. Prior to that, he served as President and Chief Executive
Officer at NIRA Dynamics AB between May 2001 and August 2010.



Maria
Ek, age 49, has served as Vice President, Finance, Chief Financial Officer, Treasurer and Secretary of since June 1, 2019
and also served as interim Chief Executive Officer of our company between October 22, 2019 and December 31, 2019. Prior to becoming
an executive officer, Ms. Ek served as corporate controller of our company between December 2018 and May 2019. Prior to joining
our company, she served as Global Head of Accounting for Digital Route AB between 2014 and 2018. Prior to that, Mr. Ek served
as Group Financial Manager and in other finance capacities at 24 Mobile Advertising Solutions AB between 2010 and 2014. She additionally
has held various financial and accounting positions at media and international organizations.





Håkan Persson, age 59, served
as Chief Executive Officer of our company between April 1, 2018 and October 22, 2019. Prior to joining our company, he served from
November 2013 through January 2018 as Chief Executive Officer of Precise Biometrics AB. Prior to that, he served during 2013 as
interim Manager Linux operations at Enea AB. Prior to that, he served from 2010 to 2012 as Chief Executive Officer of Scalado AB.
In addition, Mr. Persson previously served in executive positions at various public and private companies including IBM, Aspiro
AB, Telelogic AB, and Telia Mobile International.





Biographical
information regarding Lars Lindqvist is set forth above under “The Board of Directors.”



3







|ITEM 11. | EXECUTIVE
    COMPENSATION
|-------- | --------------------------



Summary
Compensation Table





The following table presents information
regarding compensation earned by the executive officers of our company during the year ended December 31, 2019 (the “named
executive officers”). Our executives are compensated in Swedish Kronor (“SEK”); accordingly, for purposes of
this table, compensation paid in SEK has been converted to U.S. dollars at an approximate weighted average exchange rate of 9.4574
and 8.70 SEK to one U.S. dollar for the years ended December 31, 2019 and 2018 respectively.







|Name and Principal Position                                            |  | Year    |  |  | Salary(1) |         |  | Bonus |  |   | Option 
Awards |  |   | All Other 
Compensation(2) |  |  | Total |        
|---------------------------------------------------------------------- |  | ------- |  |  | --------- | ------- |  | ----- |  | - | -------------- |  | - | -------------------------- |  |  | ----- | -------
|Håkan Persson                                                          |  | 2019    |  |  | $         | 197,899 |  |       |  | — |                |  |   | —                          |  |  | $     | 178,212
|Chief Executive Officer(3)                                             |  | 2018    |  |  | $         | 171,724 |  |       |  | — |                |  | $ | 11,465                     |  |  | $     | 43,647 
|                                                                       |  |         |  |  |           |         |  |       |  |   |                |  |   |                            |  |  |       |        
|Maria Ek                                                               |  | 2019(6) |  |  | $         | 135,021 |  |       |  | — |                |  |   | —                          |  |  | $     | 12,815 
|Chief Financial Officer and
        Interim Chief Executive Officer(5) |  |         |  |  |           |         |  |       |  |   |                |  |   |                            |  |  |       |        














|(1) | Includes
    cash payments in lieu of vacation time of $24,311 and $13,166 to Mr. Persson for 2019 and 2018 respectively, and $16,066 to
    Ms. Ek for 2019.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------





|(2) | Except as noted, represents
    matching contributions to Swedish defined contribution plan.                                                                                                                                                                                              
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                           
|(3) | Mr. Persson was appointed as Chief Executive
    Officer effective April 1, 2018 and resigned as Chief Executive Officer effective October 22, 2019.                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                           
|(4) | Includes $134,815 representing six months salary
    and contribution to Swedish defined contribution plan payable to Mr. Persson upon termination of his employment.                                                                                                                     
|    |                                                                                                                                                                                                                                                                                           
|(5) | Ms. Ek was appointed Chief Financial Officer
    effective June 1, 2019.  In addition, Ms. Ek served as interim Chief Executive Officer between October 22, 2019
    and December 31, 2019.                                                                                               
|    |                                                                                                                                                                                                                                                                                           
|(6) | Includes approximately $45,000 in salary, $5,000
    cash payments in lieu of vacation time and $4,500 in matching contributions to Swedish defined contribution plan for services
    as an employee of our company during 2019 prior to Ms. Ek’s appointment as Chief Financial Officer.





Mr. Lindqvist earned less than $100,000
in total compensation in 2019 for serving as Chief Financial Officer until his resignation in May 2019; accordingly, as permitted
by SEC rules, we have excluded his compensation from the above Summary Compensation Table.







4







Employment
Agreements



On
October 20, 2019, Mr. Forssell and our company entered into an employment agreement in anticipation of his appointment as Chief
Executive Officer. Upon the commencement of his employment, Mr. Forssell became entitled to a gross monthly salary of SEK 175,000
(approximately US$18,500) under the terms of his employment agreement. His salary is subject to review on an annual basis. Mr.
Forssell further is entitled to receive a yearly bonus up to a maximum of 50% of his total yearly salary based on his performance
as Chief Executive Officer and the financial performance of our company. He further is entitled to receive health care, pension,
and other customary employee benefits in accordance with his employment agreement.



On
May 28, 2019, Ms. Ek and our company entered into an employment agreement in connection with her appointment as Chief Financial
Officer. Under the terms of her employment agreement, Ms. Ek is entitled to receive a gross monthly salary of SEK 100,000 SEK
(approximately US$10,500). She also is eligible to participate in our company’s applicable bonus and option programs. She
further is entitled to receive health care, pension, and other customary employee benefits in accordance with her employment agreement.



The
summaries of the employment agreements described above are qualified in their entirety by reference to the actual agreements,
copies of which are included as an exhibit to or incorporated by reference in the Original Filing.



Outstanding
Equity Awards at Fiscal Year-End







The following table presents information regarding
the outstanding equity awards held by the named executive officers as of December 31, 2019.









|Name          |  | Number of 
Securities 
Underlying 
Unexercised 
Options 
Exercisable |        |      | Number of 
Securities 
Underlying 
Unexercised 
Options 
Unexercisable |  |   | Option 
Exercise 
Price |  |   | Option 
Expiration 
Date
|------------- |  | -------------------------------------------------------------------- | ------ | ---- | ---------------------------------------------------------------------- |  | - | ----------------------- |  | - | ------------------------
|Håkan Persson |  |                                                                      | 30,000 | ​(1) |                                                                        |  | — |                         |  | $ | 15.00                   










|(1) | Represents
                                         immediately vested award granted on April 11, 2018 in connection with becoming Chief
                                         Executive Officer.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





Other than the named executive officer in the
table above, no other named executive officer held securities underlying options or warrants as of December 31, 2019.



Potential
Payments Upon Termination or Change of Control



Payments
Upon Termination



Under
the terms of Mr. Forssell’s employment agreement, either our company or he may terminate his employment with six months’
notice, during which time he will be entitled to receive his monthly salary and all other employment benefits.



Under
the terms of Ms. Ek’s employment agreement, her employment may be terminated upon a mutual three months’ notice period.
Her employment agreement does not contractually entitle Ms. Ek to any severance or other additional benefits upon termination
of her employment with our company.



Severance
and Other Benefits Upon Change of Control



Mr.
Forssell and Ms. Ek are not contractually entitled to any severance or other additional benefits upon termination of their employment
in connection with the change in control of our company.



5







Director
Compensation



The
following table lists the compensation paid to directors for their services as members of the Board for the fiscal year ended
December 31, 2019. Payments are made in our local currency; accordingly, for purposes of this table, compensation has been converted
to U.S. dollars at an approximate weighted average exchange rate of 9.4574 SEK to one U.S. dollar.

|Name               |  | Fees
     Earned or  Paid in  Cash |        |  | Option
     Awards |  |   | All
    Other  Compensation |  |  | Total | 
|------------------ |  | ---------------------------------- | ------ |  | ------------------ |  | - | --------------------------- |  |  | ----- | 
|Ulf Rosberg        |  | $                                  | 9,832  |  |                    |  | — |                             |  |  | —     | 
|Andreas Bunge      |  | $                                  | 9,832  |  |                    |  | — |                             |  |  | —     | 
|Per Löfgren        |  | $                                  | 12,732 |  |                    |  | — |                             |  |  | —     | 
|Åsa Hedin(1)       |  | $                                  | 4,035  |  |                    |  | — |                             |  |  | —     | 
|Per Eriksson(1)    |  | $                                  | 4,035  |  |                    |  | — |                             |  |  | —     | 
|Mattias Bergman(2) |  | $                                  | 12,424 |  |                    |  | — |                             |  |  | —     | 
|Peter Lindell(2)   |  | $                                  | 5,798  |  |                    |  | — |                             |  |  | —     | 
|Lars Lindqvist(3)  |  | $                                  | 3,313  |  |                    |  | — |                             |  |  | —     | 










|(1) | Resigned from the Board effective
    June 5, 2019.
|--- | ---------------------------------------------------



|(2) | Appointed to the Board effective
    June 11, 2019.
|--- | ---------------------------------------------------



|(3) | Appointed to the Board effective
    August 29, 2019.
|--- | -----------------------------------------------------



Directors do not receive per-meeting fees. The members of the
Board also are eligible for reimbursement for their expenses incurred in attending Board meetings.



6







|ITEM 12. | SECURITY
    OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|-------- | --------------------------------------------------------------------------------------------------



Beneficial
Ownership Table





The following table presents certain information
regarding the beneficial ownership of shares of our common stock by: (i) each director; (ii) each of the named executive officers,
as identified under “Summary Compensation Table” in Item 11 above; (iii) all of our current directors and executive
officers as a group; and (iv) principal stockholders known by us to be beneficial owners of more than five percent of common stock.





Percentage
ownership is based on 9,171,154 shares of our common stock as of April 24, 2020. In computing the number of shares beneficially
owned by a person and the percentage ownership of that person, shares of our common stock that could be issued upon the exercise
of outstanding options and warrants held by that person that are exercisable at the present time or within 60 days of April 24,
2020 are considered outstanding; however, these shares are not considered outstanding when computing the percentage ownership
of any other person.



Except
as otherwise noted below, the address for each person or entity listed in the table is c/o Neonode Inc., Storgatan 23C, 114 55,
Stockholm Sweden.



|                                                                                                                        |  | Beneficial
    Ownership |          
|----------------------------------------------------------------------------------------------------------------------- |  | ------------------------ | ---------
|Beneficial
    Owner                                                                                                    |  | Number
    of  Shares    |          
|Directors and Named Executive Officers                                                                                  |  |                          |          
|Ulf
    Rosberg(1)                                                                                                      |  |                          | 1,706,623
|                                                                                                                        |  |                          |          
|Peter Lindell(2)                                                                                                        |  |                          | 1,651,587
|                                                                                                                        |  |                          |          
|Andreas Bunge(3)                                                                                                        |  |                          | 129,000  
|                                                                                                                        |  |                          |          
|Lars Lindqvist                                                                                                          |  |                          | 9,375    
|                                                                                                                        |  |                          |          
|Per Löfgren                                                                                                             |  |                          | 1,400    
|                                                                                                                        |  |                          |          
|Mattias Bergman                                                                                                         |  |                          | 0        
|                                                                                                                        |  |                          |          
|Urban Forssell                                                                                                          |  |                          | 0        
|                                                                                                                        |  |                          |          
|Maria Ek                                                                                                                |  |                          | 0        
|                                                                                                                        |  |                          |          
|All Current Directors
    and Executive Officers as a Group (8 persons)                                                 |  |                          | 3,497,985
|                                                                                                                        |  |                          |          
|Håkan Persson(4)                                                                                                        |  |                          | 64,375   
|                                                                                                                        |  |                          |          
|Principal
    Stockholders                                                                                              |  |                          |          
|                                                                                                                        |  |                          |          
|AWM Investment Company,
    Inc.(5)c/o Special Situations Funds  527 Madison Avenue  Suite 2600 
    New York, NY 10022 |  |                          | 556,210  
|                                                                                                                        |  |                          |          
|Carl
    Grevelius(6)Hojdstigen 4, 181 31  Lidingo, Sweden                                                              |  |                          | 470,622  












|* | Less than 1%
|- | ------------



|(1) | Held
    by UMR Invest AB, an entity beneficially owned by Mr. Rosberg. Includes warrants to purchase 116,667 shares of our common
    stock. The warrants may be exercised to the extent that the total number of shares of our common stock then beneficially owned
    does not exceed 9.99% of the outstanding shares.       
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                  
|(2) | Held
    by Cidro Forvaltning AB, an entity beneficially owned by Mr. Lindell. Includes warrants to purchase 116,667 shares of our
    common stock. The warrants may be exercised to the extent that the total number of shares of our common stock then beneficially
    owned does not exceed 9.99% of the outstanding shares.





7







|(3) | Held
    by A.B. Aniara Ltd., the 100% parent company of Merkatura AB, both of which are entities beneficially owned by Mr. Bunge.
    Includes warrants to purchase 25,000 shares of our common stock.                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|(4) | Based
    upon information known to our company as of the date of Mr. Persson’s resignation as an executive officer. Includes
    30,000 shares of our common stock that Mr. Persson has the right to acquire beneficial ownership of through the exercise of
    outstanding stock options.                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|(5) | Based
    upon information contained in a Schedule 13G/A filed with the SEC on February 12, 2020 with respect to the beneficial ownership
    of shares of our common stock as of December 31, 2019. AWM Investment Company, Inc. (“AWM”) is the investment
    adviser to Special Situations Technology Fund, L.P. and Special Situations Technology Fund II, L.P. As the investment adviser,
    AWM holds sole voting and investment power over 49,114 shares and warrants to purchase 28,000 shares held by Special Situations
    Technology Fund, L.P. and 307,096 shares and warrants to purchase 172,000 shares held by Special Situations Technology Fund
    II, L.P.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|(6) | Based
    upon information contained in a Schedule 13G/A filed with the SEC on February 12, 2020 with respect to the beneficial ownership
    of shares of our common stock as of December 31, 2019.                                                                                                                                                                                                                                                                                                                                                                                                                                                                           





Securities
Authorized for Issuance under Equity Compensation Plans



The
following table presents information regarding securities authorized for issuance under equity compensation plans as of December
31, 2019:





|Plan Category(1)                                          |  | Number of  securities to  be issued upon  exercise of  outstanding  options, warrants  and rights |        |  | Weighted-  average exercise  price of  outstanding  options, warrants  and rights |   |       | Number of  securities  remaining  available for  future issuance  under equity  compensation  plans (excluding  securities  reflected in the  first column) | 
|--------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------- | ------ |  | --------------------------------------------------------------------------------- | - | ----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|Equity compensation plans approved by securityholders(2)  |  |                                                                                                   | 51,500 |  |                                                                                   | $ | 26.84 |                                                                                                                                                             | 
|Equity compensation plans not approved by securityholders |  |                                                                                                   | —      |  |                                                                                   |   | —     |                                                                                                                                                             | 
|Total                                                     |  |                                                                                                   | 51,500 |  |                                                                                   | $ | 26.84 |                                                                                                                                                             | 










|(1) | Refer to Note 8. Stock-Based
    Compensation in the Notes to the consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended
    December 31, 2019 for additional information about our equity compensation plans and arrangements.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(2) | Includes
                           the 2006 Equity Incentive Plan and the 2015 Stock Incentive Plan; however, the 2006 Equity Incentive
                           Plan has expired and, subsequent to December 31, 2019 on April 15, 2020, the 2015 Stock Incentive Plan
                           expired with respect to future issuances.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





9







|ITEM 13. | CERTAIN
    RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|-------- | -----------------------------------------------------------------------------



Review,
Approval or Ratification of Transactions with Related Persons



The
Board of Directors has adopted a written policy that addresses related person transactions requiring disclosure under Item 404
of Regulation S-K as promulgated by the SEC. A related person of our company includes a director, a director nominee, an executive
officer, a stockholder beneficially owning a more than five percent voting interest in our company, or an immediate family member
of any of the foregoing. Under the policy, any transaction in which a related person has a direct or indirect material interest
must be approved by disinterested members of the Board of Directors where the amount exceeds the lesser of $120,000 or one percent
of the average of our company’s total assets at year end for the last two completed fiscal years.



In
determining whether to approve or ratify a related person transaction, the Board of Directors will take into account, whether
(i) the terms are fair to our company and on the same basis generally available to an unrelated person, (ii) there are business
reasons for our company to enter into the transaction, (iii) it would impair independence of an outside director, and (iv) it
would present an improper conflict of interest, taking into account factors that the Board of Directors deems relevant.



Since
the beginning of 2018, except as noted below, there have been no related person transactions, and there are no such transactions
currently proposed, in respect of our company within the scope of Items 404(a) and 404(d) of Regulation S-K as promulgated by
the SEC. Neonode does not have a parent company.



On
December 20, 2018, we entered into a Share Purchase Agreement with investors as part of a private placement pursuant to which
we issued a total of 2,940,767 shares of our common stock at a price of $1.60 per share for an aggregate of $4.7 million in gross
proceeds. The investors include entities affiliated with Neonode directors, Ulf Rosberg and Andreas Bunge, members of management,
including then Chief Executive Officer Håkan Persson and then Chief Financial Officer Lars Lindqvist, and more-than-five-percent-owner
and now Neonode director Peter Lindell. Specifically, as individual beneficial owners, Mr. Rosberg purchased 1,138,796 shares,
Mr. Bunge purchased 29,000 shares, Mr. Persson purchased 34,375 shares, Mr. Lindqvist purchased 4,375 shares, and Mr. Lindell
purchased 1,117,783 shares.



Director
Independence



The
Board of Directors has determined that, except for Mr. Lindqvist, each of the members of the Board is an independent director
within the meaning of the applicable Nasdaq Stock Market rules. The Board is composed of a majority of independent directors.



|ITEM 14. | Principal
    AccountING Fees and Services
|-------- | ------------------------------------------



The
following table lists aggregate fees billed to us for the fiscal years ended December 31, 2019 and 2018, by KMJ Corbin and Company
LLP, our company’s independent registered public accounting firm.



|                   |  | 2019 |         |  | 2018 |  
|------------------ |  | ---- | ------- |  | ---- | -
|Audit Fees         |  | $    | 162,519 |  |      | $
|Audit-Related Fees |  |      | —       |  |      |  
|Tax Fees           |  |      | —       |  |      |  
|All Other Fees     |  |      | —       |  |      |  
|Total
    Fees     |  | $    | 162,519 |  |      | $



Audit
Fees represent aggregate fees billed for professional services rendered for the audit of our annual consolidated financial statements
and internal control over financial reporting, the review of the condensed consolidated financial statements included in our quarterly
reports, and the review of registration statements including consents provided therewith and related matters.



Pre-Approval
of Audit and Non-Audit Services



Pursuant
to applicable law, and as set forth in the terms of its charter, the Audit Committee of the Board of Directors is responsible
for appointing, setting compensation for, and overseeing the work of our company’s independent registered public accounting
firm. Any audit or non-audit services proposed to be performed are considered by and, if deemed appropriate, approved by the Audit
Committee in advance of the performance of such services. All of the fees earned by KMJ Corbin and Company LLP described above
were attributable to services pre-approved by the Audit Committee.



10







PART
IV



|ITEM
    15. | EXHIBITS,
    FINANCIAL STATEMENT SCHEDULES
|------------ | -------------------------------------------



The
exhibits listed in the exhibit index of the Original Filing are filed as part of or incorporated by reference into this Amendment
No. 1.



In
addition, the following exhibits are included in and filed herewith as part of this Amendment No. 1.



Exhibits



|Number |  | Description                                                                                           
|------ |  | ------------------------------------------------------------------------------------------------------
|31.3   |  | Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act Of 2002
|31.4   |  | Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act Of 2002



|ITEM 16. | FORM
    10-K SUMMARY
|-------- | ---------------------



None.



11







SIGNATURES



Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Amendment
No. 1 to be signed on its behalf by the undersigned, thereunto duly authorized.



|                         | NEONODE
    INC.
    (Registrant)
|------------------------ | ---------------------------------
|                         |                                  
|Date:
    April 29, 2020 | By:                              
|                         |                                  





12