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Neonode Inc.

For the period ended Jun 17, 2026. Filed Apr 30, 2026.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Jun 17, 2026 · Filed Apr 30, 2026

NEON$0.63+4.6%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

Filed by the Registrant☒
Filed by a Party other than the Registrant☐

Check the appropriate box:

☐Preliminary Proxy Statement
☐Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)
☒Definitive Proxy Statement
☐Definitive Additional Materials
☐Soliciting Material Pursuant to §240.14a-12

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

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☐Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON JUNE 17, 2026

Stockholders of Neonode Inc.:

Notice is hereby given that the 2026 Annual Meeting of Stockholders of Neonode Inc., a Delaware corporation (“Neonode”), will be held on Wednesday, June 17, 2026 at 3 p.m. local time at Neonode’s principal executive office located at Karlavägen 100, 115 26 Stockholm, Sweden, to conduct the following business:

1.To elect two Class III directors to serve on the Board of Directors of Neonode until the 2029 Annual Meeting of Stockholders or until such persons’ successors are duly elected and qualified, or until earlier death, resignation, or removal;
2.To ratify the appointment of Crowe LLP as Neonode’s independent registered public accounting firm for the fiscal year ending December 31, 2026;
3.To approve, on an advisory basis, the compensation of Neonode’s named executive officers; and
4.To transact any other business that may properly come before the Meeting or any adjournment or postponement thereof.

The record date for the 2026 Annual Meeting of Stockholders is April 21, 2026. Only stockholders of record, or their proxies, at the close of business on that date may vote at the 2026 Annual Meeting of Stockholders or any adjournment or postponement thereof.

By Order of the Board of Directors

/s/ Pierre Daniel Alexus

Pierre Daniel Alexus

President and Chief Executive Officer

April 30, 2026

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of

Stockholders to be Held on Wednesday, June 17, 2026:

This notice, the proxy statement, the proxy card, and Neonode’s annual report on Form 10-K

are available athttp://www.astproxyportal.com/ast/22427.

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.