Neonode Inc

Annual Report

On February 28, 2024, we filed with the SEC our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. A copy of our annual report is being made available to all stockholders along with this proxy statement. The Notice and Access card provided to stockholders contains instructions on how to access this proxy statement and our annual report. The Notice and Access card also contains instructions as to how to obtain a paper or e-mail copy of the proxy materials.

Our filings with the SEC (including our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, beneficial ownership reports, and other reports) are accessible on our website athttp://www.neonode.com/investor-relations/sec-filings/. The information contained on our website is not part of and is not incorporated by reference into this proxy statement. These filings, including this proxy statement, are also available on the SEC’s website atwww.sec.gov.

We will provide without charge to any person solicited hereby, upon the written request of any such person, a copy of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. Requests should be directed to our corporation secretary at our principal executive office at Karlavägen 100, 115 26 Stockholm, Sweden.

Forward-Looking Statements

This proxy statement 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 expectations, and future performance or future events. These statements are based on current assumptions, expectations and information available to our management and involve a number of known and unknown risks, uncertainties and other factors that may cause our 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 are discussed under “Risk Factors” and elsewhere in our public filings with the SEC from time to time, including our annual report 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 our management believes that the forward-looking statements contained in this proxy statement are reasonable, it can give no assurance that its expectations will be fulfilled. Forward-looking statements are made as of today’s date, and we undertake no duty to update or revise them.

Stockholder Proposals

From time to time, stockholders present proposals that may be proper subjects for inclusion in a proxy statement and for consideration at an annual meeting of stockholders. To be included in the proxy statement for the 2025 Annual Meeting of Stockholders, proposals must be received by us no later than December 27, 2024 and otherwise must comply with SEC rules governing inclusion of such proposals. Any proposal received after December 27, 2024 will be untimely, in accordance with SEC rules and regulations.

Matters (other than nominations of candidates for election as directors) may be brought before the meeting by stockholders only by complying with the procedure set forth in our Bylaws, which in summary requires notice in writing to our corporation secretary be delivered or mailed to, and received at, our principal executive office not less than 60 days nor more than 90 days prior to the first anniversary of the prior year’s annual meeting; provided, however, that in the event that no annual meeting was held in the previous year or the date of the annual meeting has been changed by more than 30 days from the date contemplated at the time of the previous year’s proxy statement, notice by the stockholder to be timely must be so received not earlier than the close of business on the 90 th day prior to such annual meeting and not later than the close of business on the later of the 60 th day prior to such annual meeting or, in the event public announcement of the date of such annual meeting is first made by us fewer than 70 days prior to the date of such annual meeting, the close of business on the 10 th day following the day on which public announcement of the date of such meeting is first made by us. Each such stockholder notice shall include: (1) the name and address, as they appear on our books, of the stockholder proposing such business; (2) the class and number of shares of our common stock which are beneficially owned by the stockholder; and (3) a representation whether such stockholder intends or is part of a group that intends (a) to deliver a proxy statement and/or form of proxy to

stockholders holders of at least the percentage of the Company’s outstanding stock required to approve or adopt the proposal or (b) otherwise to solicit proxies from stockholders in support of such proposal. Each matter the stockholder proposes to bring before the annual meeting shall include, among other items: (1) a brief description of the matter desired to be brought before the annual meeting and the reasons for bringing such matter before the annual meeting; (2) any material interest of the stockholder in such business; and (3) the text of the proposal or business. Stockholder proposals may be mailed or delivered to the Corporate Secretary, Neonode Inc., Karlavägen 100, 115 26 Stockholm, Sweden. For information regarding nominating candidates for election as directors, refer to description under “Committees of the Board of Directors” in the “Board Matters and Corporate Governance” section above.

In addition to satisfying the foregoing requirements under our Bylaws, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice to the Company that sets forth the information required by Rule 14a-19 under the Exchange Act no later than April 12, 2025, and otherwise comply with the requirements of Rule 14a-19 and our Bylaws.

Householding

Under rules adopted by the SEC, we are permitted to deliver a single set of proxy materials to any household at which two or more stockholders reside if we believe the stockholders are members of the same family. This process, called householding, allows us to reduce the number of copies of these materials we must print and mail. Even if householding is used, each stockholder will continue to be entitled to submit a separate proxy or voting instruction.

If you share the same last name and address with another of our stockholders who also holds his or her shares directly, and you each wish to start householding for our annual reports and proxy statements, please contact our corporation secretary at our principal executive offices at Karlavägen 100, 115 26 Stockholm, Sweden, or by calling us at 46 (0) 70 29 58 519.

If you consent to householding, your election will remain in effect until you revoke it. Should you later revoke your consent, you will be sent separate copies of those documents that are mailed at least 30 days or more after receipt of your revocation.

In addition, some broker and bank record holders who hold shares of our common stock for beneficial owner street name holders may be participating in the practice of householding proxy statements and annual reports. If your household receives a single set of proxy materials for this year, but you prefer to receive your own copy, contact us as stated above, and we will promptly send you a copy. If a broker or bank holds shares of our common stock for your benefit and you share the same last name and address with another stockholder for whom a broker or bank holds shares of our common stock, and together both of you prefer to receive only a single set of our disclosure documents, contact your broker or bank as described in the voter instruction card or other information you received from your broker or bank.

Directions to Annual Meeting Location

All of our stockholders of record as of the close of business on April 22, 2024 may attend the 2024 Annual Meeting. “Street name” holders also are invited to attend the meeting; however, if you are not the stockholder of record, you may not vote your shares in person at the meeting unless you request and obtain a valid proxy from your broker or bank.

If you do attend the 2024 Annual Meeting at our office in Stockholm, most people will find it easiest to take the train or a taxi from the Stockholm Arlanda Airport. The train (the Arlanda express) takes approximately twenty minutes to the central station, and from there take a taxi to our office. If you would instead like to take the subway, the nearest station is Karlaplan. The address of our office where the 2024 Annual Meeting will be held is Karlavägen 100.

Other Matters

The Board of Directors knows of no matters to be presented for stockholder action at the 2024 Annual Meeting other than as set forth in this proxy statement. However, other matters may properly come before the 2024 Annual Meeting or any adjournment or postponement thereof. In the event that other matters properly come before the 2024 Annual Meeting, the proxy holder(s) will vote as recommended by the Board of Directors or, if no recommendation is given, at the discretion of the proxy holder(s).

ANNUAL MEETING OF STOCKHOLDERS OF NEONODE INC. June 11, 2024 GO GREEN e-Consent makes it easy to go paperless. With e-Consent, you can quickly access your proxy material, statements and other eligible documents online, while reducing costs, clutter and paper waste. Enroll today via https://equiniti.com/us/ast-access to enjoy online access. NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL: The Notice of Meeting and proxy statement, proxy card, and Form 10-K are available at http://www.astproxyportal.com/ast/22427 Please sign, date and mail your proxy card in the envelope provided as soon as possible. Please detach along perforated line and mail in the envelope provided. 10130304000000000000 8 061124 THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF THE NOMINEE LISTED IN PROPOSAL 1 AS CLASS I DIRECTOR, “FOR” PROPOSAL 2, “FOR” PROPOSAL 3 AND FOR “1 YEAR” ON PROPOSAL 4. PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE x 1. Election of Nominee for Class I Director. NOMINEE: FOR THE NOMINEE Cecilia Edström WITHHOLD AUTHORITY FOR THE NOMINEE 2. To ratify the selection of KMJ Corbin and Company as the independent registered public accounting firm of Neonode for the fiscal year ending December 31, 2024. FOR AGAINST ABSTAIN 3. To approve, on an advisory basis, the compensation of Neonode’s named executive officers. FOR AGAINST ABSTAIN 4. To approve, on an advisory basis, the frequency of the advisory vote on the compensation of Neonode’s named executive officers. 1 YEAR 2 YEARS 3 YEARS ABSTAIN In their discretion, the proxies are authorized to vote upon such other business as may properly come before the meeting or any adjournment or postponement thereof. This proxy is solicited on behalf of the Board of Directors of the Company. This proxy, when properly executed, will be voted in accordance with the instructions given above. If no instructions are given, this proxy will be voted “FOR” the election of Cecilia Edström as Class I director, “FOR” Proposal 2, “FOR” Proposal 3 and for “1 YEAR” on Proposal 4, and on any other business as may properly come before the meeting or any adjournment or postponement thereof. To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method. Signature of Shareholder Date: Signature of Shareholder Date: Note: Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.

0 NEONODE INC. ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 11, 2024 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned acknowledges receipt of the Notice of Meeting dated April 26, 2024 and related proxy statement furnished by the Board of Directors of Neonode Inc. (“Neonode” or the “Company”), and revoking all prior proxies, hereby appoints Fredrik Nihlen, as proxy, with full power of substitution and resubstitution, to represent and vote as designated on the reverse side, all the shares of stock of Neonode Inc. held of record by the undersigned as of April 22, 2024, at the Annual Meeting of Stockholders to be held at the Company’s offices at Karlavägen 100, 115 26 Stockholm, Sweden, on June 11, 2024, or any adjournment or postponement thereof, and in his discretion, the proxy is authorized to vote upon such other business as may properly come before the Annual Meeting of Stockholders or any adjournment or postponement thereof. Continued and to be signed on the reverse side) 1.1 14475