<SEC-DOCUMENT>0001209191-20-045853.txt : 20200810
<SEC-HEADER>0001209191-20-045853.hdr.sgml : 20200810
<ACCEPTANCE-DATETIME>20200810085347
ACCESSION NUMBER:		0001209191-20-045853
CONFORMED SUBMISSION TYPE:	4
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20200807
FILED AS OF DATE:		20200810
DATE AS OF CHANGE:		20200810

REPORTING-OWNER:	

	OWNER DATA:	
		COMPANY CONFORMED NAME:			Forssell Urban
		CENTRAL INDEX KEY:			0001799545

	FILING VALUES:
		FORM TYPE:		4
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-35526
		FILM NUMBER:		201087332

	MAIL ADDRESS:	
		STREET 1:		C/O NEONODE
		STREET 2:		STORGATAN 23C
		CITY:			STOCKHOLM
		STATE:			V7
		ZIP:			11455

ISSUER:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			Neonode Inc.
		CENTRAL INDEX KEY:			0000087050
		STANDARD INDUSTRIAL CLASSIFICATION:	ELECTRONIC COMPONENTS, NEC [3679]
		IRS NUMBER:				941517641
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	BUSINESS ADDRESS:	
		STREET 1:		STORGATAN 23C, 114 55
		CITY:			STOCKHOLM
		STATE:			V7
		ZIP:			00000
		BUSINESS PHONE:		46 0 8 667 17 17

	MAIL ADDRESS:	
		STREET 1:		STORGATAN 23C, 114 55
		CITY:			STOCKHOLM
		STATE:			V7
		ZIP:			00000

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	Neonode, Inc
		DATE OF NAME CHANGE:	20070813

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	SBE INC
		DATE OF NAME CHANGE:	19920703
</SEC-HEADER>
<DOCUMENT>
<TYPE>4
<SEQUENCE>1
<FILENAME>doc4.xml
<DESCRIPTION>FORM 4 SUBMISSION
<TEXT>
<XML>
<?xml version="1.0"?>
<ownershipDocument>

    <schemaVersion>X0306</schemaVersion>

    <documentType>4</documentType>

    <periodOfReport>2020-08-07</periodOfReport>

    <notSubjectToSection16>0</notSubjectToSection16>

    <issuer>
        <issuerCik>0000087050</issuerCik>
        <issuerName>Neonode Inc.</issuerName>
        <issuerTradingSymbol>NEON</issuerTradingSymbol>
    </issuer>

    <reportingOwner>
        <reportingOwnerId>
            <rptOwnerCik>0001799545</rptOwnerCik>
            <rptOwnerName>Forssell Urban</rptOwnerName>
        </reportingOwnerId>
        <reportingOwnerAddress>
            <rptOwnerStreet1>C/O NEONODE INC.</rptOwnerStreet1>
            <rptOwnerStreet2>STORGATAN 23C</rptOwnerStreet2>
            <rptOwnerCity>STOCKHOLM</rptOwnerCity>
            <rptOwnerState>V7</rptOwnerState>
            <rptOwnerZipCode>114 55</rptOwnerZipCode>
            <rptOwnerStateDescription>SWEDEN</rptOwnerStateDescription>
        </reportingOwnerAddress>
        <reportingOwnerRelationship>
            <isDirector>0</isDirector>
            <isOfficer>1</isOfficer>
            <isTenPercentOwner>0</isTenPercentOwner>
            <isOther>0</isOther>
            <officerTitle>Chief Executive Officer</officerTitle>
        </reportingOwnerRelationship>
    </reportingOwner>

    <derivativeTable>
        <derivativeTransaction>
            <securityTitle>
                <value>Series C-2 5% Convertible Preferred Stock</value>
            </securityTitle>
            <conversionOrExercisePrice>
                <footnoteId id="F1"/>
            </conversionOrExercisePrice>
            <transactionDate>
                <value>2020-08-07</value>
            </transactionDate>
            <deemedExecutionDate></deemedExecutionDate>
            <transactionCoding>
                <transactionFormType>4</transactionFormType>
                <transactionCode>P</transactionCode>
                <equitySwapInvolved>0</equitySwapInvolved>
            </transactionCoding>
            <transactionTimeliness>
                <value></value>
            </transactionTimeliness>
            <transactionAmounts>
                <transactionShares>
                    <value>650</value>
                </transactionShares>
                <transactionPricePerShare>
                    <value>1000.00</value>
                </transactionPricePerShare>
                <transactionAcquiredDisposedCode>
                    <value>A</value>
                </transactionAcquiredDisposedCode>
            </transactionAmounts>
            <exerciseDate>
                <footnoteId id="F1"/>
            </exerciseDate>
            <expirationDate>
                <footnoteId id="F1"/>
            </expirationDate>
            <underlyingSecurity>
                <underlyingSecurityTitle>
                    <value>Common Stock</value>
                </underlyingSecurityTitle>
                <underlyingSecurityShares>
                    <value>100000</value>
                </underlyingSecurityShares>
            </underlyingSecurity>
            <postTransactionAmounts>
                <sharesOwnedFollowingTransaction>
                    <value>650</value>
                </sharesOwnedFollowingTransaction>
            </postTransactionAmounts>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>D</value>
                </directOrIndirectOwnership>
            </ownershipNature>
        </derivativeTransaction>
    </derivativeTable>

    <footnotes>
        <footnote id="F1">On August 5, 2020, the Issuer entered into a Securities Purchase Agreement with certain institutional and accredited investors (the &quot;Private Placement&quot;). The Private Placement included Series C-2 5% Convertible Preferred Stock (the &quot;Series C-2 Preferred Stock&quot;) with a stated value of $1,000 per share. Each share of Series C-2 Preferred Stock will automatically convert into 1,000 shares of the Issuer's Common Stock, based upon a conversion price of $6.50 per share, upon shareholder approvals with respect to the Private Placement, including the issuance to the Reporting Person. The Series C-2 Preferred Stock does not have an expiration date. The shares of Common Stock and Series C-2 Preferred Stock reported herein were acquired by the Reporting Person from the Issuer pursuant to the Private Placement and approved by the Board of Directors, including non-employee directors, of the Issuer.</footnote>
    </footnotes>

    <remarks>Exhibit number 24.1 - Power of Attorney (POA)</remarks>

    <ownerSignature>
        <signatureName>/s/ Maria Ek, attorney-in-fact</signatureName>
        <signatureDate>2020-08-10</signatureDate>
    </ownerSignature>
</ownershipDocument>
</XML>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24.4_932449
<SEQUENCE>2
<FILENAME>poa.txt
<DESCRIPTION>POA DOCUMENT
<TEXT>
POWER OF ATTORNEY
Know all by these presents that the undersigned hereby constitutes and appoints
Maria Ek, with full power of substitution, the undersigned's true and lawful
attorney in fact to
(1) execute for and on behalf of the undersigned, in the undersigned's capacity
as an officer of Neonode Inc. (the Company), Forms 3, 4, and 5 in accordance
with Section 16(a) of the Securities Exchange Act of 1934, as amended, and the
rules thereunder
(2) do and perform any and all acts for and on behalf of the undersigned which
may be necessary or desirable to complete and execute any such Form 3, 4, or 5,
complete and execute any amendment or amendments thereto, and timely file such
form with the United States Securities and Exchange Commission and any stock
exchange or similar authority and
(3) take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney in fact, may be of benefit to,
in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney in fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney in fact may approve in such
attorney in fact's discretion.
The undersigned hereby grants to such attorney in fact full power and authority
to do and perform any and every act and thing whatsoever requisite, necessary,
or proper to be done in the exercise of any of the rights and powers herein
granted, as fully to all intents and purposes as the undersigned might or could
do if personally present, with full power of substitution or revocation, hereby
ratifying and confirming all that such attorney in fact, or such attorney in
facts substitute or substitutes, shall lawfully do or cause to be done by virtue
of this power of attorney and the rights and powers herein granted.
The undersigned acknowledges that the foregoing attorney in fact, in serving in
such capacity at the request of the undersigned, is not assuming, nor is the
Company assuming, any of the undersigned's responsibilities to comply with
Section 16 of the Securities Exchange Act of 1934.
This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorney in fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of 10 August 2020.

Signed  /s/ Urban Forssell
Urban Forssell

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
