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): May 10, 2022

NEONODE INC.

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

Commission File Number 1-35526

Karlavägen 100, 115 26 Stockholm, Sweden

(Address of Principal Executive Office, including Zip Code)

+46 (0) 8 667 17 17

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):

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

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.

On May 10, 2022, Mattias Bergman notified Neonode Inc. (the “Company”) of his intention to resign as a Class I director of the Company. Mr. Bergman’s resignation is not related to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

On May 13, 2022, the board of directors elected Cecelia Edström a Class I director to replace Mr. Bergman, effective May 13, 2022, upon Mr. Bergman’s resignation. It is expected that Ms. Edström will be appointed to the Compensation, Nomination and Governance Committee.

In accordance with the Company’s current Non-Employee Director Compensation Policy (the “Policy”), Ms. Edström will receive cash compensation of $15,000 per year for her service on the board of directors. The board of directors has also granted Ms. Edström a stock award of 4,000 shares of the Company's common stock, which shares are subject to a two-year repurchase right by the Company under certain circumstances described in the Company’s Share Reacquisition Policy.

There is no arrangement or understanding between Ms. Edström and any other persons pursuant to which she was elected as a director. In addition, she 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 Ms. Edström and any of the Company’s other directors or executive officers.

Item 8.01. Other Events.

On May 16, 2022, the Company issued a press release announcing the election of Cecelia Edström as a new Class I director and the resignation of Mattias Bergman as a Class I director. A copy of the press release is attached as Exhibit 99.1 hereto.

Item 9.01. Financial Statements and Exhibits.

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.

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