UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 10, 2024

NEONODE INC.

(Exact name of issuer of securities held pursuant to the plan)

Commission File Number 001-35526

Delaware

94-1517641

(State or other jurisdiction

of incorporation)

(I.R.S. Employer

Identification No.)

Karlavägen 100, 115 26 Stockholm, Sweden

(Address of Principal Executive Office, including Zip Code)

+46 (0) 70 29 58 519

Registrant’s telephone number, including area code:

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Resignation of President and Chief Executive Officer

On April 10, 2024, Neonode Inc. (the “Company”) announced the Company and its President and Chief Executive Officer (“CEO”), Dr. Urban Forssell, mutually agreed that Dr. Forssell will step down as President and CEO effective immediately. Dr. Forssell will serve as a strategic advisor to the Company and the Board of Directors (the “Board”) until the end of 2024. Mr. Forssell’s resignation occurred as part of the Company’s growth strategy and is not related to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. As of the filing of this Current Report on Form 8-K (this “Report”), the Compensation Nominating and Governance Committee of the Board and the Board have not finalized the certain termination agreement relating to the termination of Dr. Forssell’s position of President and CEO and the retention of Dr. Forssell as a strategic advisor to the Company and the Board. The Company will provide this information by filing an amendment to this Report after the information is determined or becomes available.

Appointment of Interim President and Chief Executive Officer

In connection with the departure of Dr. Forssell, the Board appointed the Company’s Chief Financial Officer, Fredrik Nihlén, as the Company’s Interim President and CEO effective immediately. Mr. Nihlén will serve as Interim President and CEO until a new President and CEO is appointed. Mr. Nihlén will be entitled to receive a monthly salary of SEK 140,000 (approximately US$13,254) for his role as the Company’s Chief Financial Officer and an additional monthly salary of SEK 35,000 (approximately US$3,314) for his role as the Interim President and CEO. Mr. Nihlén is not entitled to any additional compensation relating to his appointment as Interim President and CEO except as provided above.

Biographical information about Mr. Nihlén is contained in the Company’s Definitive Proxy Statement for the Company’s 2023 Annual Meeting of Stockholders filed with the Securities and Exchange Commission on April 27, 2023 under the caption “Executive Officers” and is incorporated herein by reference. There are no arrangements or understandings between Mr. Nihlén and any other persons pursuant to which he was selected as an officer of the Company. In addition, he is not a party to any transaction, or series of transactions, required to be disclosed pursuant to Item 404(a) of Regulation S-K. There are no family relationships between Mr. Nihlén and any of the Company’s other directors or executive officers. Mr. Nihlén has previously entered into the Company’s standard form of indemnification agreement.

Item 8.01. Other Events.

On April 10, 2024, the Company issued a press release announcing the resignation of Dr. Forssell as the Company’s President and CEO and the appointment of Mr. Nihlén as Interim President and CEO. A copy of the press release is attached as Exhibit 99.1 hereto.

Item 9.01. Financial Statements and Exhibits.

(d)

Exhibits

Exhibit No.		Description
99.1		Press Release of the Company dated April 10, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

Date: April 10, 2024	NEONODE INC.

	By:	/s/ Fredrik Nihlén
	Name:	Fredrik Nihlén
	Title:	Interim President and Chief Executive Officer and Chief Financial Officer

Exhibit 99.1

Press Release

For Release, 09:10AM EDT April 10, 2024

Neonode Announces Departure of Chief Executive Officer

STOCKHOLM, SWEDEN, April 10, 2024 — Neonode Inc. (NASDAQ: NEON) (“Neonode” or the “Company”) today announced that Dr. Urban Forssell, following consultation with the Board of Directors, will leave his position as Chief Executive Officer (“CEO”) of Neonode effective immediately. The Company’s Chief Financial Officer, Fredrik Nihlén, has been appointed interim CEO until a new CEO is appointed. Dr. Forssell will serve as a strategic advisor to the Company and the Board of Directors until the end of 2024.

In December 2023, Neonode announced a new, sharpened strategy with full focus on the licensing business and a phase out of its Touch Sensor Module product business through licensing to strategic partners or outsourcing. The departure of Dr. Forssell comes as Neonode enters into the next phase of its growth journey.

“The Board would like to thank Dr. Forssell for his contribution to Neonode during the past four years. Urban has been instrumental in streamlining the business and building a solid platform for business expansion. As we enter a new phase in the business, with focus on growth through licensing and forming strategic partnerships, there is a need for new leadership to take us to the next level,” says Ulf Rosberg, Chairman of the Board.

For more information, please contact:

Interim Chief Executive Officer and Chief Financial Officer

Fredrik Nihlén

E-mail: [email protected]

Phone: +46 703 97 21 09

About Neonode

Neonode Inc. (NASDAQ:NEON) is a publicly traded company, headquartered in Stockholm, Sweden and established in 2001. The company provides advanced optical sensing solutions for contactless touch, touch, gesture control, and in-cabin monitoring. Building on experience acquired during years of advanced research and development and technology licensing, Neonode’s technology is currently deployed in more than 90 million products, and the company holds more than 100 patents worldwide. Neonode’s customer base includes some of the world’s best-known Fortune 500 companies in the consumer electronics, office equipment, automotive, elevator, and self-service kiosk markets.

NEONODE and the NEONODE logo are trademarks of Neonode Inc. registered in the United States and other countries.

For further information please visit www.neonode.com

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Safe Harbor Statement

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These include, but are not limited to, statements relating to our expectations for growth and the growing demand for our products, future performance or future events. These statements are based on current assumptions, expectations and information available to Neonode’s management and involve a number of known and unknown risks, uncertainties and other factors that may cause Neonode’s actual results, levels of activity, performance or achievements to be materially different from any expressed or implied by these forward-looking statements.

These risks, uncertainties, and factors include risks related to our reliance on the ability of our customers to design, manufacture and sell their products with our touch technology, the length of a customer’s product development cycle, our dependence and our customers’ dependence on suppliers, the global economy generally and other risks discussed under “Risk Factors” and elsewhere in Neonode’s public filings with the SEC from time to time, including Neonode’s annual reports on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K. You are advised to carefully consider these various risks, uncertainties and other factors. Although Neonode management believes that the forward-looking statements contained in this press release are reasonable, it can give no assurance that its expectations will be fulfilled. Forward-looking statements are made as of today’s date, and Neonode undertakes no duty to update or revise them.