UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☒ Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended March 31, 2023

☐ Transition report pursuant to section 13 or 15(d) of the Securities and Exchange Act of 1934

For the transition period from ________ to ________

Commission file number 1-35526

NEONODE INC.

(Exact name of registrant as specified in its charter)

Delaware |  | 94-1517641
(State or other jurisdiction of incorporation or organization) |  | (IRS Employer Identification No.)

Karlavägen 100, 115 26 Stockholm, Sweden

(Address of principal executive offices and zip code)

+46 (0) 8 667 17 17

(Registrant’s telephone number, including area code)

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: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “non-accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer | ☐ | Accelerated filer | ☐
Non-accelerated filer | ☒ | Smaller reporting company | ☒
| 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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act. Yes ☐ No ☒

The number of shares of the registrant’s common stock outstanding as of May 5, 2023 was 15,359,481.

NEONODE INC.

Quarterly Report on Form 10-Q

For the Fiscal Quarter Ended March 31, 2023

TABLE OF CONTENTS

PART I FINANCIAL INFORMATION | 1
Item 1 | Financial Statements | 1
| Condensed Consolidated Balance Sheets as of March 31, 2023 (Unaudited) and December 31, 2022 (Audited) | 1
| Unaudited Condensed Consolidated Statements of Operations for the three months ended March 31, 2023 and 2022 | 2
| Unaudited Condensed Consolidated Statements of Comprehensive Loss for the three months ended March 31, 2023 and 2022 | 3
| Unaudited Condensed Consolidated Statements of Stockholders’ Equity for the three months ended March 31, 2023 and 2022 | 4
| Unaudited Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2023 and 2022 | 5
| Notes to Unaudited Condensed Consolidated Financial Statements | 6
Item 2 | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 23
Item 3 | Quantitative and Qualitative Disclosures about Market Risk | 32
Item 4 | Controls and Procedures | 32
PART II OTHER INFORMATION | 33
Item 1 | Legal Proceedings | 33
Item 1A | Risk Factors | 33
Item 6 | Exhibits | 33
SIGNATURES | 34
EXHIBITS |  |

i

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

NEONODE INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share amounts)

|  | March 31, |  |  | December 31, |
|  | 2023 |  |  | 2022 |
|  | (Unaudited) |  |  | (Audited) |
ASSETS |  |  |  |  |  |
Current assets: |  |  |  |  |  |
Cash |  | $ | 20,981 |  |  | $ | 14,816 |
Accounts receivable and unbilled revenues, net |  |  | 1,941 |  |  |  | 1,448 |
Inventory |  |  | 3,851 |  |  |  | 3,827 |
Prepaid expenses and other current assets |  |  | 648 |  |  |  | 707 |
Total current assets |  |  | 27,421 |  |  |  | 20,798 |
Property and equipment, net |  |  | 284 |  |  |  | 282 |
Operating lease right-of-use assets, net |  |  | 103 |  |  |  | 118 |
Total assets |  | $ | 27,808 |  |  | $ | 21,198 |
LIABILITIES AND STOCKHOLDERS’ EQUITY |  |  |  |  |  |  |  |
Current liabilities: |  |  |  |  |  |  |  |
Accounts payable |  | $ | 314 |  |  | $ | 334 |
Accrued payroll and employee benefits |  |  | 870 |  |  |  | 951 |
Accrued expenses |  |  | 464 |  |  |  | 200 |
Contract liabilities |  |  | 31 |  |  |  | 36 |
Current portion of finance lease obligations |  |  | 73 |  |  |  | 95 |
Current portion of operating lease obligations |  |  | 85 |  |  |  | 83 |
Total current liabilities |  |  | 1,837 |  |  |  | 1,699 |
Finance lease obligations, net of current portion |  |  | 41 |  |  |  | 46 |
Operating lease obligations, net of current portion |  |  | 18 |  |  |  | 35 |
Total liabilities |  |  | 1,896 |  |  |  | 1,780 |
Commitments and contingencies |  |  |  |  |  |  |  |
Stockholders’ equity: |  |  |  |  |  |  |  |
Common stock, 25,000,000 shares authorized, with par value of $0.001; 15,359,481 and 14,455,765 shares issued and outstanding at March 31, 2023 and December 31, 2022, respectively |  |  | 15 |  |  |  | 14 |
Additional paid-in capital |  |  | 235,118 |  |  |  | 227,235 |
Accumulated other comprehensive loss |  |  | (305 | ) |  |  | (340 | )
Accumulated deficit |  |  | (208,916 | ) |  |  | (207,491 | )
Total stockholders’ equity |  |  | 25,912 |  |  |  | 19,418 |
Total liabilities and stockholders’ equity |  | $ | 27,808 |  |  | $ | 21,198 |

The accompanying notes are an integral part of these condensed consolidated financial statements.

1

NEONODE INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share amounts)

(Unaudited)

|  | Three months ended March 31, |
|  | 2023 |  |  | 2022 |
Revenues: |  |  |  |  |  |
License fees |  | $ | 1,148 |  |  | $ | 1,104 |
Products |  |  | 102 |  |  |  | 147 |
Non-recurring engineering |  |  | 3 |  |  |  | 67 |
Total revenues |  |  | 1,253 |  |  |  | 1,318 |
Cost of revenues: |  |  |  |  |  |  |  |
Products |  |  | 47 |  |  |  | 51 |
Non-recurring engineering |  |  | - |  |  |  | 9 |
Total cost of revenues |  |  | 47 |  |  |  | 60 |
Total gross margin |  |  | 1,206 |  |  |  | 1,258 |
Operating expenses: |  |  |  |  |  |  |  |
Research and development |  |  | 802 |  |  |  | 1,023 |
Sales and marketing |  |  | 592 |  |  |  | 616 |
General and administrative |  |  | 1,384 |  |  |  | 1,010 |
Total operating expenses |  |  | 2,778 |  |  |  | 2,649 |
Operating loss |  |  | (1,572 | ) |  |  | (1,391 | )
Other income (expense): |  |  |  |  |  |  |  |
Interest income (expense), net |  |  | 158 |  |  |  | (2 | )
Total other income (expense) |  |  | 158 |  |  |  | (2 | )
Loss before provision for income taxes |  |  | (1,414 | ) |  |  | (1,393 | )
Provision for income taxes |  |  | 11 |  |  |  | 44 |
Net loss including noncontrolling interests |  |  | (1,425 | ) |  |  | (1,437 | )
Less: Net loss attributable to noncontrolling interests |  |  | - |  |  |  | 57 |
Net loss attributable to Neonode Inc. |  | $ | (1,425 | ) |  | $ | (1,380 | )
Loss per common share: |  |  |  |  |  |  |  |
Basic and diluted loss per share |  | $ | (0.09 | ) |  | $ | (0.10 | )
Basic and diluted – weighted average number of common shares outstanding |  |  | 15,209 |  |  |  | 13,576 |

The accompanying notes are an integral part of these condensed consolidated financial statements.

2

NEONODE INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(In thousands)

(Unaudited)

|  | Three months ended March 31, |
|  | 2023 |  |  | 2022 |
Net loss |  | $ | (1,425 | ) |  | $ | (1,437 | )
Other comprehensive income (loss): |  |  |  |  |  |  |  |
Foreign currency translation adjustments |  |  | 35 |  |  |  | 33 |
Other comprehensive loss |  |  | (1,390 | ) |  |  | (1,404 | )
Less: Comprehensive loss attributable to noncontrolling interests |  |  | - |  |  |  | 57 |
Other comprehensive loss attributable to Neonode Inc. |  | $ | (1,390 | ) |  | $ | (1,347 | )

The accompanying notes are an integral part of these condensed consolidated financial statements.

3

NEONODE INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(In thousands)

(Unaudited)

For the three months ended March 31, 2023 and 2022

|  | Common Stock Shares Issued |  |  | Common Stock Amount |  |  | Additional Paid-in Capital |  |  | Accumulated Other Comprehensive Income (Loss) |  |  | Accumulated Deficit |  |  | Total Neonode Inc. Stockholders’ Equity |  |  | Noncontrolling Interests |  |  | Total Stockholders’ Equity |
Balances, December 31, 2022 |  |  | 14,456 |  |  | $ | 14 |  |  | $ | 227,235 |  |  | $ | (340 | ) |  | $ | (207,491 | ) |  | $ | 19,418 |  |  | $ | - |  |  | $ | 19,418 |
Stock-based compensation |  |  | - |  |  |  | - |  |  |  | 18 |  |  |  | - |  |  |  | - |  |  |  | 18 |  |  |  | - |  |  |  | 18 |
Issuance of shares for cash, net of offering costs |  |  | 903 |  |  |  | 1 |  |  |  | 7,865 |  |  |  | - |  |  |  | - |  |  |  | 7,866 |  |  |  | - |  |  |  | 7,866 |
Foreign currency translation adjustment |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 35 |  |  |  | - |  |  |  | 35 |  |  |  | - |  |  |  | 35 |
Net loss |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (1,425 | ) |  |  | (1,425 | ) |  |  | - |  |  |  | (1,425 | )
Balances, March 31, 2023 |  |  | 15,359 |  |  | $ | 15 |  |  | $ | 235,118 |  |  | $ | (305 | ) |  | $ | (208,916 | ) |  | $ | 25,912 |  |  | $ | - |  |  | $ | 25,912 |

|  | Common Stock Shares Issued |  |  | Common Stock Amount |  |  | Additional Paid-in Capital |  |  | Accumulated Other Comprehensive Income (Loss) |  |  | Accumulated Deficit |  |  | Total Neonode Inc. Stockholders’ Equity |  |  | Noncontrolling Interests |  |  | Total Stockholders’ Equity |
Balances, December 31, 2021 |  |  | 13,576 |  |  | $ | 14 |  |  | $ | 226,880 |  |  | $ | (408 | ) |  | $ | (202,608 | ) |  | $ | 23,878 |  |  | $ | (4,041 | ) |  | $ | 19,837 |
Stock-based compensation |  |  | - |  |  |  | - |  |  |  | 39 |  |  |  | - |  |  |  | - |  |  |  | 39 |  |  |  | - |  |  |  | 39 |
Foreign currency translation adjustment |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 33 |  |  |  | - |  |  |  | 33 |  |  |  | - |  |  |  | 33 |
Net loss |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (1,380 | ) |  |  | (1,380 | ) |  |  | (57 | ) |  |  | (1,437 | )
Balances, March 31, 2022 |  |  | 13,576 |  |  | $ | 14 |  |  | $ | 226,919 |  |  | $ | (375 | ) |  | $ | (203,988 | ) |  | $ | 22,570 |  |  | $ | (4,098 | ) |  | $ | 18,472 |

The accompanying notes are an integral part of these condensed consolidated financial statements.

4

NEONODE INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

|  | Three months ended March 31, |
|  | 2023 |  |  | 2022 |
Cash flows from operating activities: |  |  |  |  |  |
Net loss (including noncontrolling interests) |  | $ | (1,425 | ) |  | $ | (1,437 | )
Adjustments to reconcile net loss to net cash used in operating activities: |  |  |  |  |  |  |  |
Stock-based compensation expense |  |  | 18 |  |  |  | 39 |
Depreciation and amortization |  |  | 17 |  |  |  | 45 |
Amortization of operating lease right-of-use assets |  |  | 16 |  |  |  | 114 |
Changes in operating assets and liabilities: |  |  |  |  |  |  |  |
Accounts receivable and unbilled revenue, net |  |  | (491 | ) |  |  | 146 |
Inventory |  |  | (11 | ) |  |  | (1,121 | )
Prepaid expenses and other current assets |  |  | 66 |  |  |  | 98 |
Accounts payable, accrued payroll and employee benefits, and accrued expenses |  |  | 133 |  |  |  | 22 |
Contract liabilities |  |  | (5 | ) |  |  | (1 | )
Operating lease obligations |  |  | (16 | ) |  |  | (184 | )
Net cash used in operating activities |  |  | (1,698 | ) |  |  | (2,279 | )
Cash flows from investing activities: |  |  |  |  |  |  |  |
Purchase of property and equipment |  |  | - |  |  |  | (5 | )
Net cash used in investing activities |  |  | - |  |  |  | (5 | )
Cash flows from financing activities: |  |  |  |  |  |  |  |
Proceeds from issuance of common stock, net of offering costs |  |  | 7,866 |  |  |  | - |
Principal payments on finance lease obligations |  |  | (28 | ) |  |  | (61 | )
Net cash provided by (used in) financing activities |  |  | 7,838 |  |  |  | (61 | )
Effect of exchange rate changes on cash |  |  | 25 |  |  |  | 88 |
Net change in cash |  |  | 6,165 |  |  |  | (2,257 | )
Cash at beginning of period |  |  | 14,816 |  |  |  | 17,383 |
Cash at end of period |  | $ | 20,981 |  |  | $ | 15,126 |
Supplemental disclosure of cash flow information: |  |  |  |  |  |  |  |
Cash paid for income taxes |  | $ | 11 |  |  | $ | 44 |
Cash paid for interest |  | $ | 2 |  |  | $ | 2 |

The accompanying notes are an integral part of these condensed consolidated financial statements.

5

NEONODE INC.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

1. Interim Period Reporting

The accompanying unaudited interim condensed consolidated financial statements include all adjustments consisting of normal recurring adjustments that are, in the opinion of management, necessary for a fair presentation of the financial position and results of operations and cash flows for the interim period presented. The results of operations for the three months ended March 31, 2023 are not necessarily indicative of results for a full fiscal year or any other period.

The accompanying condensed consolidated financial statements for the three months ended March 31, 2023 and 2022 have been prepared by us, pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally contained in financial statements prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) have been condensed or omitted. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022.

Operations

Neonode Inc., which is collectively with its subsidiaries referred to as “Neonode” or the “Company” in this report, develops advanced optical sensing solutions for contactless touch, touch, gesture sensing, and object detection and machine perception solutions using advanced machine learning algorithms to detect and track persons and objects in video streams for cameras and other types of imagers. We market and sell our contactless touch, touch, and gesture sensing, and object detection products and solutions based on our zForce technology platform, and our scene analysis solutions based on our MultiSensing technology platform. We offer our solutions to customers in many different markets and segments including, but not limited to, office equipment, automotive, industrial automation, medical, military and avionics.

In our operations, we have historically focused on three different business areas, human machine interface (“HMI”) Solutions, HMI Products and Remote Sensing Solutions. On May 4, 2021, we announced a new strategy and organizational update targeting an increased focus on the Company’s contactless touch business and on current market opportunities in North America (“AMER”), Asia-Pacific (“APAC”), and Europe, Middle East and Africa (“EMEA”). We thereby changed from a business area organization to a regional sales organization going forward. Revenues are, however, primarily monitored for each of our revenue streams consisting of license fees, product sales and non-recurring engineering fees.

Liquidity

We have incurred significant operating losses and negative cash flows from operations since our inception. The Company incurred net losses of approximately $1.4 million for each of the three months ended March 31, 2023 and 2022, and had an accumulated deficit of approximately $208.9 million and $207.5 million as of March 31, 2023 and December 31, 2022, respectively. In addition, operating activities used cash of approximately $1.7 million and $2.3 million for the three months ended March 31, 2023 and 2022, respectively.

The condensed consolidated financial statements included in this report have been prepared on a going concern basis, which contemplates continuity of operations and the realization of assets and the repayment of liabilities in the ordinary course of business.

Management evaluated the significance of the Company’s operating loss and determined that the Company’s current operating plan and sources of potential capital (including the Company’s at-the-market facility described below) would be sufficient to alleviate concerns about the Company’s ability to continue as a going concern. During the three months ended March 31, 2023, the Company sold an aggregate of 903,716 shares of its common stock under the at-the-market facility with aggregate net proceeds to the Company of $7,866,000, after payment of commissions to B. Riley Securities, the agent for the at-the-market facility, and other expenses of $244,000.

6

In the future, we may require additional sources of capital to continue operations and to implement our strategy. If our operations do not become cash flow positive, we may be forced to seek equity investments or debt arrangements. No assurances can be given that we will be successful in obtaining such additional financing on reasonable terms, or at all. If adequate funds are not available to us on acceptable terms, or at all, we may be unable to adequately fund our business plans, which could have a negative effect on our business, results of operations and financial condition. If funds are available through the issuance of equity or debt securities, the issuance of equity securities or securities convertible into equity could dilute the value of shares of our common stock and cause the market price to fall, and the issuance of debt securities could impose restrictive covenants on us that could impair our ability to engage in certain business transactions.

We expect revenues will enable us to reduce our operating losses in coming years. In addition, we intend to continue to implement various measures to improve our operational efficiencies. No assurances can be given that management will be successful in meeting its revenue targets and reducing its operating loss.

2. Summary of Significant Accounting Policies

Principles of Consolidation

The condensed consolidated financial statements have been prepared in accordance with U.S. GAAP and include the accounts of Neonode Inc. and its wholly-owned subsidiaries, as well as Pronode Technologies AB, a 51% majority-owned subsidiary of Neonode Technologies AB, until September 30, 2022. On October 1, 2022, the remaining 49% of Pronode Technologies AB was acquired from Propoint AB, located in Gothenburg, Sweden. All inter-company accounts and transactions have been eliminated in consolidation.

Neonode consolidates entities in which it has a controlling financial interest. We consolidate subsidiaries in which we hold, directly or indirectly, more than 50% of the voting rights.

The condensed consolidated balance sheets at March 31, 2023 and December 31, 2022 and the condensed consolidated statements of operations, comprehensive loss, stockholders’ equity and cash flows for the three months ended March 31, 2023 and 2022 include our accounts and those of our wholly-owned subsidiaries as well as Pronode Technologies AB.

Estimates and Judgments

The preparation of financial statements in conformity with U.S. GAAP requires making estimates and judgments that affect, at the date of the financial statements, the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities and the reported amounts of revenue and expenses. Actual results could differ from these estimates and judgments.

Significant estimates and judgments include, but are not limited to: for revenue recognition, determining the nature and timing of satisfaction of performance obligations, the standalone selling price of performance obligations, and transaction prices and assessing transfer of control; measuring variable consideration and other obligations such as product returns and refunds, and product warranties; provisions for uncollectible receivables; determining the net realizable value of inventory; recoverability of capitalized project costs and long-lived assets; for leases, determining whether a contract contains a lease, allocating consideration between lease and non-lease components, determining incremental borrowing rates, and identifying reassessment events, such as modifications; the valuation allowance related to our deferred tax assets; and the fair value of options issued as stock-based compensation.

7

Cash and Cash Equivalents

We have not had any liquid investments other than normal cash deposits with bank institutions to date. The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents.

Concentration of Cash Balance Risks

Cash balances are maintained at various banks in the United States, Japan, Taiwan and Sweden. For deposits held with financial institutions in the United States, the U.S. Federal Deposit Insurance Corporation provides basic deposit coverage with limits up to $250,000 per owner. The Swedish government provides insurance coverage up to 1,050,000 Krona per customer and covers deposits in all types of accounts. For bank accounts of the category held by Neonode, the Japanese government provides full insurance coverage. The Central Deposit Insurance Corporation in Taiwan provides insurance coverage up to 3,000,000 Taiwan Dollar per customer. At times, deposits held with financial institutions may exceed the amount of insurance provided.

Accounts Receivable and Credit Losses

Accounts receivable is stated at net realizable value. We estimate and record a provision for expected credit losses related to our financial instruments, including our trade receivables. We consider historical collection rates, the current financial status of our customers, macroeconomic factors, and other industry-specific factors when evaluating for current expected credit losses. Forward-looking information is also considered in the evaluation of current expected credit losses. However, because of the short time to the expected receipt of accounts receivable, we believe that the carrying value, net of excepted losses, approximates fair value and therefore, relies more on historical and current analysis of such financial instruments, including our trade receivables.

Further, we consider macroeconomic factors and the status of the technology industry to estimate if there are current expected credit losses within our trade receivables based on the trends and our expectation of the future status of such economic and industry-specific factors. Also, specific allowance amounts are established based on review of outstanding invoices to record the appropriate provision for customers that have a higher probability of default.

The accounts receivable balance on our consolidated balance sheet as of March 31, 2023 was $1.9 million, net of approximately $30,000 of allowances. The following table provides a roll-forward of the allowance for credit losses that is deducted from the amortized cost basis of accounts receivable to present the net amount expected to be collected at March 31, 2023:

Balance at January 1, 2023 |  | $ | 30,000 |
Change in expected credit losses |  |  | - |
Write-offs, net of recoveries |  |  | - |
Balance at March 31, 2023 |  | $ | 30,000 |

Inventory

The Company’s inventory consists primarily of components that will be used in the manufacturing of our touch sensor modules (“TSMs”). We classify inventory for reporting purposes as raw materials, work-in-process, and finished goods.

Inventory is stated at the lower of cost or net realizable value, using the first-in, first-out (“FIFO”) valuation method. Net realizable value is the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. Any adjustments to reduce the cost of inventories to their net realizable value are recognized in earnings in the current period.

Due to the low sell-through of our AirBar products, management has decided to fully reserve work-in-process for AirBar components, as well as AirBar related raw materials. Management has further decided to reserve for a portion of AirBar finished goods, depending on type of AirBar and in which location it is stored. The AirBar inventory reserve was $0.3 million as of March 31, 2023 and December 31, 2022, respectively.

8

Raw materials, work-in-process, and finished goods are as follows (in thousands):

|  | March 31, |  |  | December 31, |
|  | 2023 |  |  | 2022 |
Raw materials |  | $ | 3,241 |  |  | $ | 3,177 |
Work-in-process |  |  | 384 |  |  |  | 414 |
Finished goods |  |  | 226 |  |  |  | 236 |
Ending inventory |  | $ | 3,851 |  |  | $ | 3,827 |

Property and Equipment

Property and equipment are stated at cost, net of accumulated depreciation and amortization. Depreciation and amortization are computed using the straight-line method based upon estimated useful lives of the assets as follows:

Estimated useful lives

Computer equipment |  |  | 3 years |
Furniture and fixtures |  |  | 5 years |
Equipment |  |  | 7 years |

Depreciation of equipment purchased under a finance lease is depreciated over the term of the lease, if that lease term is shorter than the estimated useful life.

Upon retirement or sale of property and equipment, cost and accumulated depreciation and amortization are removed from the accounts and any gains or losses are reflected in the consolidated statement of operations. Maintenance and repairs are charged to expense as incurred.

Right-of-Use Assets

A right-of-use asset represents a lessee’s right to use a leased asset for the term of the lease. Our right-of-use assets generally consist of operating leases for buildings.

Right-of-use assets are measured initially at the present value of the lease payments, plus any lease payments made before a lease began and any initial direct costs, such as commissions paid to obtain a lease.

Right-of-use assets are subsequently measured at the present value of the remaining lease payments, adjusted for incentives, prepaid or accrued rent, and any initial direct costs not yet expensed.

Long-lived Assets

We assess any impairment by estimating the future cash flow from the associated asset in accordance with relevant accounting guidance. If the estimated undiscounted future cash flow related to these assets decreases or the useful life is shorter than originally estimated, we may incur charges for impairment of these assets. As of March 31, 2023, we believe there was no impairment of our long-lived assets. There can be no assurance, however, that market conditions will not change or sufficient demand for our products and services will continue, which could result in impairment of long-lived assets in the future.

9

Foreign Currency Translation and Transaction Gains and Losses

The functional currency of our foreign subsidiaries is the applicable local currency, the Swedish Krona, the Japanese Yen, the South Korean Won and the Taiwan Dollar. The translation from Swedish Krona, Japanese Yen, South Korean Won and Taiwan Dollar to U.S. Dollars is performed for balance sheet accounts using current exchange rates in effect at the balance sheet date and for income statement accounts using a weighted-average exchange rate during the period. Gains or (losses) resulting from translation are included as a separate component of accumulated other comprehensive income (loss). Foreign currency translation gains were $35,000 and $33,000 during the three months ended March 31, 2023 and 2022, respectively. Losses resulting from foreign currency transactions are included in general and administrative expenses in the accompanying condensed consolidated statements of operations and were $(5,000) during the three months ended March 31, 2023 compared to $(1,000) during the same period in 2022.

Concentration of Credit and Business Risks

Our customers are located in the United States, Europe and Asia.

As of March 31, 2023, three of our customers represented approximately 64% of our consolidated accounts receivable and unbilled revenues.

As of December 31, 2022, five of our customers represented approximately 83% of our consolidated accounts receivable and unbilled revenues.

Customers who accounted for 10% or more of our net revenues during the three months ended March 31, 2023 are as follows:

| ● | Hewlett-Packard Company – 31%
| ● | Seiko Epson – 20%
| ● | Alps Alpine – 15%
| ● | LG – 14%

Customers who accounted for 10% or more of our net revenues during the three months ended March 31, 2022 are as follows:

| ● | Hewlett-Packard Company – 32%
| ● | Seiko Epson – 17%
| ● | LG – 15%
| ● | Alps Alpine – 11%

Revenue Recognition

We recognize revenue when control of products is transferred to our customers, and when services are completed and accepted by our customers; the amount of revenue we recognize reflects the consideration we expect to receive for those products or services. Our contracts with customers may include combinations of products and services (e.g., a contract that includes products and related engineering services). We structure our contracts such that distinct performance obligations, such as product sales or license fees, and related engineering services, are clearly defined in each contract.

License fees and sales of our AirBar and TSMs are on a per-unit basis. Therefore, we generally satisfy performance obligations as units are shipped to our customers. Non-recurring engineering service performance obligations are satisfied as work is performed and accepted by our customers.

We recognize revenue net of allowances for returns and any taxes collected from customers, which are subsequently remitted to governmental authorities. We treat all product shipping and handling charges (regardless of when they occur) as activities to fulfill the promise to transfer goods, therefore we treat all shipping and handling charges as expenses.

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License Fees

We earn revenue from licensing our internally developed intellectual property (“IP”). We enter into IP licensing agreements that generally provide licensees the right to incorporate our IP components in their products, with terms and conditions that vary by licensee. Fees under these agreements may include license fees relating to our IP, and royalties payable to us following the distribution by our licensees of products incorporating the licensed technology. The license for our IP has standalone value and can be used by the licensee without maintenance and support.

For technology license arrangements that do not require significant modification or customization of the underlying technology, we recognize technology license revenue when the license is made available to the customer and the customer has a right to use that license. At the end of each reporting period, we record unbilled license fees using prior royalty revenue data by customer to make estimates of those royalties.

Explicit return rights are not offered to customers. There have been no returns through March 31, 2023.

Product Sales

We earn revenue from sales of TSM hardware products to our Original Equipment Manufacturer (“OEM”), Original Design Manufacturer (“ODM”) and Tier 1 supplier customers, who embed our hardware into their products, and from sales of branded consumer products that incorporate our TSMs that are sold through distributors or directly to end users. These distributors are generally given business terms that allow them to return unsold inventory, receive credits for changes in selling prices, and participate in various cooperative marketing programs. Our sales agreements generally provide customers with limited rights of return and warranty provisions.

The timing of revenue recognition related to AirBar modules depends upon how each sale is transacted - either point-of-sale or through distributors. We recognize revenue for AirBar modules sold point-of-sale (online sales and other direct sales to customers) when we provide the promised product to the customer.

Because we generally use distributors to provide AirBar and TSMs to our customers, we must analyze the terms of our distributor agreements to determine when control passes from us to our distributors. For sales of AirBar and TSMs sold through distributors, we recognize revenues when our distributors obtain control over our products. Control passes to our distributors when we have a present right to payment for products sold to the distributors, the distributors have legal title to and physical possession of products purchased from us, and the distributors have significant risks and rewards of ownership of products purchased.

Distributors participate in various cooperative marketing and other incentive programs, and we maintain estimated accruals and allowances for these programs. If actual credits received by distributors under these programs were to deviate significantly from our estimates, which are based on historical experience, our revenue could be adversely affected.

Under U.S. GAAP, companies may make reasonable aggregations and approximations of returns data to accurately estimate returns. Our AirBar and TSM returns and warranty experience to date has enabled us to make reasonable returns estimates, which are supported by the fact that our product sales involve homogenous transactions. The reserve for future sales returns is recorded as a reduction of our accounts receivable and revenue and was $9,000 as of each of March 31, 2023 and December 31, 2022. The warranty reserve is recorded as an accrued expense and cost of sales and was $47,000 as of March 31, 2023 and $49,000 as of December 31, 2022. If the actual future returns were to deviate from the historical data on which the reserve had been established, our revenue could be adversely affected.

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Non-Recurring Engineering

For technology license or TSM contracts that require modification or customization of the underlying technology to adapt the technology to customer use, we determine whether the technology license or TSM, and required engineering consulting services represent separate performance obligations. We perform our analysis on a contract-by-contract basis. If there are separate performance obligations, we determine the standalone selling price (“SSP”) of each separate performance obligation to properly recognize revenue as each performance obligation is satisfied. We provide engineering consulting services to our customers under a signed Statement of Work (“SOW”). Deliverables and payment terms are specified in each SOW. We generally charge an hourly rate for engineering services, and we recognize revenue as engineering services specified in contracts are completed and accepted by our customers. Any upfront payments we receive for future non-recurring engineering services are recorded as unearned revenue until that revenue is earned.

We believe that recognizing non-recurring engineering services revenues as progress towards completion of engineering services and customer acceptance of those services occurs best reflects the economics of those transactions, because engineering services as tracked in our systems correspond directly with the value to our customers of our performance completed to date. Hours performed for each engineering project are tracked and reflect progress made on each project and are charged at a consistent hourly rate.

Revenues from non-recurring engineering contracts that are short-term in nature are recorded when those services are complete and accepted by customers.

Revenues from non-recurring engineering contracts with substantive defined deliverables for which payment terms in the SOW are commensurate with the efforts required to produce such deliverables are recognized as they are completed and accepted by customers.

Estimated losses on all SOW projects are recognized in full as soon as they become evident. During the three months ended March 31, 2023 and 2022, no losses related to SOW projects were recorded.

The following tables present the net revenues distribution by geographical area and market for the three months ended March 31, 2023 and 2022 (dollars in thousands):

|  | Three months ended March 31, 2023 |  |  | Three months ended March 31, 2022 |
|  | Amount |  |  | Percentage |  |  | Amount |  |  | Percentage |
AMER |  |  |  |  |  |  |  |  |  |  |  |
Net revenues from consumer electronics |  | $ | 447 |  |  |  | 95 | % |  | $ | 479 |  |  |  | 97 | %
Net revenues from distributors and other |  |  | 24 |  |  |  | 5 | % |  |  | 14 |  |  |  | 3 | %
|  | $ | 471 |  |  |  | 100 | % |  | $ | 493 |  |  |  | 100 | %
APAC |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Net revenues from automotive |  | $ | 357 |  |  |  | 56 | % |  | $ | 356 |  |  |  | 55 | %
Net revenues from consumer electronics |  |  | 258 |  |  |  | 41 | % |  |  | 235 |  |  |  | 37 | %
Net revenues from distributors and other |  |  | 19 |  |  |  | 3 | % |  |  | 50 |  |  |  | 8 | %
|  | $ | 634 |  |  |  | 100 | % |  | $ | 641 |  |  |  | 100 | %
EMEA |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Net revenues from automotive |  | $ | 89 |  |  |  | 60 | % |  | $ | 88 |  |  |  | 48 | %
Net revenues from medical |  |  | 34 |  |  |  | 23 | % |  |  | 64 |  |  |  | 35 | %
Net revenues from distributors and other |  |  | 25 |  |  |  | 17 | % |  |  | 32 |  |  |  | 17 | %
|  | $ | 148 |  |  |  | 100 | % |  | $ | 184 |  |  |  | 100 | %

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Significant Judgments

Our contracts with customers may include promises to transfer multiple products and services to a customer, particularly when one of our customers contracts with us for a product and related engineering services fees for customizing that product for our customer. Determining whether products and services are considered distinct performance obligations that should be accounted for separately may require significant judgment. Judgment may also be required to determine the SSP for each distinct performance obligation identified, although we generally structure our contracts such that performance obligations and pricing for each performance obligation are specifically addressed. We currently have no outstanding contracts with multiple performance obligations; however, we recently negotiated a contract that may include multiple performance obligations in the future.

Judgment is also required to determine when control of products passes from us to our distributors, as well as the amounts of product that may be returned to us. Our products are sold with a right of return, and we may provide other credits or incentives to our customers, which could result in variability when determining the amount of revenue to recognize. At the end of each reporting period, we use product returns history and additional information that becomes available to estimate returns and credits. We do not recognize revenue if it is probable that a significant reversal of any incremental revenue would occur.

Finally, judgment is required to determine the amount of unbilled license fees at the end of each reporting period.

Contract Balances

Timing of revenue recognition may differ from the timing of invoicing to customers. We record a receivable when we have an unconditional right to receive future payments from customers, and we record unearned deferred revenue when we receive prepayments or upfront payments for goods or services from our customers.

The following table presents accounts receivable and deferred revenues as of March 31, 2023 and December 31, 2022 (in thousands):

|  | March 31, 2023 |  |  | December 31, 2022 |
Accounts receivable and unbilled revenue, net |  | $ | 1,941 |  |  | $ | 1,448 |
Contract liabilities (deferred revenues) |  | $ | 31 |  |  | $ | 36 |

The timing of revenue recognition, billings and cash collections results in billed accounts receivable, unbilled revenues (contract assets), and customer advances and deposits or deferred revenue (contract liabilities) on the consolidated balance sheets. Generally, billing occurs subsequent to revenue recognition, resulting in contract assets; contract assets are generally classified as current. The Company sometimes receives advances or deposits from its customers before revenue is recognized, which are reported as contract liabilities and are generally classified as current. These assets and liabilities are reported on the consolidated balance sheets on a contract-by-contract basis at the end of each reporting period.

We do not anticipate impairment of our contract assets related to license fee revenues, given the creditworthiness of our customers whose invoices comprise the balance in that asset account. We will continue to monitor the timeliness of receipts from those customers to assess whether the contract assets have been impaired.

The allowance for doubtful accounts reflects our best estimate of probable losses inherent in the accounts receivable balance. We determine the allowance based on known troubled accounts, historical experience, and other currently available evidence.

Payment terms and conditions vary by the type of contract; however, payments generally occur 30-60 days after invoicing for license fees and sensor modules to our resellers and distributors. Where revenue recognition timing differs from invoice timing, we have determined that our contracts do not include a significant financing component. Our intent is to provide our customers with consistent invoicing terms for the convenience of our customers, not to receive financing from our customers.

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Costs to Obtain Contracts

We record the incremental costs of obtaining a contract with a customer as a contract asset, if we expect the benefit of those costs to cover a period greater than one year. We currently have no incremental costs that must be capitalized.

We expense as incurred costs of obtaining a contract when the amortization period of those costs would have been less than or equal to one year.

Product Warranty

The following table summarizes the activity related to the product warranty liability (in thousands):

|  | March 31, 2023 |  |  | December 31, 2022 |
Balance at beginning of period |  | $ | 49 |  |  | $ | 36 |
Provisions for warranty issued |  |  | (2 | ) |  |  | 13 |
Balance at end of period |  | $ | 47 |  |  | $ | 49 |

The Company accrues for warranty costs as part of its cost of sales of TSMs based on estimated costs. The Company’s products are generally covered by a warranty for a period of 12 months from the customer receipt of the product included as a component of accrued expenses on the condensed consolidated balance sheet.

Contract Liabilities

Contract liabilities (deferred revenues) consist primarily of prepayments for license fees, and other products or services that we have been paid in advance. We earn the revenue when we transfer control of the product or service. Deferred revenues may also include upfront payments for consulting services to be performed in the future, such as non-recurring engineering services.

We defer license fees until we have met all accounting requirements for revenue recognition, which is when a license is made available to a customer and that customer has a right to use the license. Non-recurring engineering fee revenues are deferred until engineering services have been completed and accepted by our customers.

The following table presents our deferred revenues by source (in thousands):

|  | March 31, 2023 |  |  | December 31, 2022 |
Deferred revenues license fees |  | $ | 18 |  |  | $ | 20 |
Deferred revenues products |  |  | 9 |  |  |  | 9 |
Deferred revenues non-recurring engineering |  |  | 4 |  |  |  | 7 |
|  | $ | 31 |  |  | $ | 36 |

During the three months ended March 31, 2023, the Company recognized revenues of approximately $5,000 related to contract liabilities outstanding at the beginning of the year.

Advertising

Advertising costs are expensed as incurred. Advertising costs for the three months ended March 31, 2023 and 2022 amounted to approximately $54,000 and $46,000, respectively.

Research and Development

Research and development (“R&D”) costs are expensed as incurred. R&D costs consist primarily of personnel related costs in addition to external consultancy costs such as testing, certifying and measurements.

Stock-Based Compensation Expense

We measure the cost of employee services received in exchange for an award of equity instruments, including share options, based on the estimated fair value of the award on the grant date, and recognize the value as compensation expense over the period the employee is required to provide services in exchange for the award, usually the vesting period.

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We account for equity instruments issued to non-employees at their estimated fair value.

When determining stock-based compensation expense involving options and warrants, we determine the estimated fair value of options and warrants using the Black-Scholes option pricing model.

Noncontrolling Interests

We recognize any noncontrolling interest, also known as a minority interest, as a separate line item in stockholders’ equity in the consolidated financial statements. A noncontrolling interest represents the portion of equity ownership in a less-than-wholly owned subsidiary not attributable to us. Generally, any interest that holds less than 50% of the outstanding voting shares is deemed to be a noncontrolling interest; however, there are other factors, such as decision-making rights, that are considered as well. We include the amount of net income (loss) attributable to noncontrolling interests in consolidated net income (loss) on the face of the condensed consolidated statements of operations.

The Company provides either in the condensed consolidated statement of stockholders’ equity, if presented, or in the notes to condensed consolidated financial statements, a reconciliation at the beginning and the end of the period of the carrying amount of total equity (net assets), equity (net assets) attributable to the Company, and equity (net assets) attributable to the noncontrolling interest that separately discloses:

| (1) | Net income or loss;
| (2) | Transactions with owners acting in their capacity as owners, showing separately contributions from and distributions to owners; and
| (3) | Each component of other comprehensive income or loss.

Income Taxes

We recognize deferred tax liabilities and assets for the expected future tax consequences of items that have been included in the consolidated financial statements or tax returns. We estimate income taxes based on rates in effect in each of the jurisdictions in which we operate. Deferred income tax assets and liabilities are determined based upon differences between the financial statement and income tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The realization of deferred tax assets is based on historical tax positions and expectations about future taxable income. Valuation allowances are recorded against net deferred tax assets when, in our opinion, realization is uncertain based on the “more likely than not” criteria of the accounting guidance.

Based on the uncertainty of future pre-tax income, we fully reserved our net deferred tax assets as of March 31, 2023 and December 31, 2022. In the event we were to determine that we would be able to realize our deferred tax assets in the future, an adjustment to the deferred tax asset would increase income in the period such determination was made. The provision for income taxes represents the net change in deferred tax amounts, plus income taxes paid or payable for the current period.

We follow U.S. GAAP related accounting for uncertainty in income taxes, which provisions include a two-step approach to recognizing, de-recognizing and measuring uncertainty in income taxes. As a result, we did not recognize a liability for unrecognized tax benefits. As of March 31, 2023 and December 31, 2022, we had no unrecognized tax benefits.

Net Loss per Share

Net loss per share amounts have been computed based on the weighted average number of shares of common stock outstanding during the three months ended March 31, 2023 and 2022. Net loss per share, assuming dilution amounts from common stock equivalents, is computed based on the weighted-average number of shares of common stock and potential common stock equivalents outstanding during the period. The weighted-average number of shares of common stock and potential common stock equivalents used in computing the net loss per share for the three months ended March 31, 2023 and 2022 exclude the potential common stock equivalents, as the effect would be anti-dilutive (see Note 8).

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Other Comprehensive Income (Loss)

Our other comprehensive income (loss) includes foreign currency translation gains and losses. The cumulative amount of translation gains and losses are reflected as a separate component of stockholders’ equity as accumulated other comprehensive income (loss) in the accompanying condensed consolidated balance sheets.

Cash Flow Information

Cash flows in foreign currencies have been converted to U.S. Dollars at an approximate weighted-average exchange rate for the respective reporting periods. The weighted-average exchange rates for the condensed consolidated statements of operations were as follows:

|  | Three months ended March 31, |
|  | 2023 |  |  | 2022 |
Swedish Krona |  |  | 10.46 |  |  |  | 9.34 |
Japanese Yen |  |  | 132.34 |  |  |  | 116.23 |
South Korean Won |  |  | 1,276.12 |  |  |  | 1,205.29 |
Taiwan Dollar |  |  | 30.41 |  |  |  | 28.00 |

The exchange rates for the condensed consolidated balance sheets were as follows:

|  | As of |
|  | March 31, |  |  | December 31, |
|  | 2023 |  |  | 2022 |
Swedish Krona |  |  | 10.36 |  |  |  | 10.43 |
Japanese Yen |  |  | 132.83 |  |  |  | 131.12 |
South Korean Won |  |  | 1,304.60 |  |  |  | 1,261.91 |
Taiwan Dollar |  |  | 30.49 |  |  |  | 30.66 |

Fair Value of Financial Instruments

We disclose the estimated fair values for all financial instruments for which it is practicable to estimate fair value. Financial instruments including cash, accounts receivable, accounts payable and accrued expenses are deemed to approximate fair value due to their short maturities.

Recent Accounting Pronouncements

In September 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326)-Measurement of Credit Losses on Financial Instruments, (“ASU 2016-13”), supplemented by subsequent accounting standards updates. The new standard requires entities to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions and reasonable and supportable forecasts. ASU 2016-13, as amended, is effective for fiscal years beginning after December 15, 2022, as we were a smaller reporting company as of November 15, 2019, the determination date. We adopted ASU 2016-13 on January 1, 2023. Based on the composition of our accounts receivable, and other financial assets, including current market conditions and historical credit loss activity, the adoption of this standard did not have a material impact on our consolidated financial statements or disclosures. Specifically, our estimate of expected credit losses as of March 31, 2023, using our expected credit loss evaluation process described above, resulted in no adjustments to the provision for credit losses and no cumulative-effect adjustment to accumulated deficit on the adoption date of the standard.

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3. Stockholders’ Equity

At-the-Market Facility

On May 10, 2021, we entered into an At Market Issuance Sales Agreement (the “Sales Agreement”) with B. Riley Securities, Inc. (“B. Riley Securities”) with respect to an “at the market” offering program (the “ATM Facility”), under which we may, from time to time, in our sole discretion, issue and sell through B. Riley Securities, acting as sales agent, up to $25 million of shares of our common stock.

Pursuant to the Sale Agreement, we may sell the shares through B. Riley Securities by any method permitted that is deemed an “at the market” offering as defined in Rule 415 under the Securities Act of 1933, as amended. B. Riley Securities will use commercially reasonable efforts consistent with its normal trading and sales practices to sell the shares from time to time, based upon instructions from us (including any price or size limits or other customary parameters or conditions we may impose). We will pay B. Riley Securities a commission of 3.0% of the gross sales price per share sold under the Sales Agreement.

We are not obligated to sell any shares under the Sale Agreement. The offering of shares pursuant to the Sale Agreement will terminate upon the earlier to occur of (i) the issuance and sale, through B. Riley Securities, of all of the shares subject to the Sales Agreement and (ii) termination of the Sale Agreement in accordance with its terms.

Common Stock

As of March 31, 2023 and December 31, 2022, our Restated Certificate of Incorporation, as amended, authorized us to issue up to 25,000,000 shares of common stock, par value $0.001 per share.

On May 20, 2022, we issued 4,000 shares of our common stock to a director pursuant to the Neonode Inc. 2020 Stock Incentive Plan (the “2020 Plan”) (see Note 4).

On September 15, 2022, we repurchased 10,252 shares of common stock from an employee who resigned during the two-year lock up period associated with such shares for $12,000, pursuant to the terms of the 2020 LTIP.

During the year ended December 31, 2022, we sold an aggregate of 886,065 shares of common stock under the ATM Facility, resulting in net proceeds of approximately $4,686,000 after payment of commissions to B. Riley Securities and other expenses of $167,000.

During the three months ended March 31, 2023, we sold an aggregate of 903,716 shares of our common stock under the ATM Facility with aggregate net proceeds to us of $7,866,000, after payment of commissions to B. Riley Securities and other expenses of $244,000.

Preferred Stock

As of March 31, 2023 and December 31, 2022, our Restated Certificate of Incorporation, as amended, authorized us to issue up to 1,000,000 shares of preferred stock, par value $0.001 per share.

There were no transactions in our preferred stock during the three months ended March 31, 2023 and 2022. No shares of preferred stock were issued and outstanding as of March 31, 2023 and December 31, 2022.

Warrants

As of March 31, 2023 and December 31, 2022, the Company had no outstanding warrants to purchase common stock.

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4. Stock-Based Compensation

We have adopted equity incentive plans for which stock options and restricted stock awards are available for grants to employees, consultants and directors. Except for certain options granted to certain Swedish employees, all employee, consultant and director stock options granted under our stock option plans have an exercise price equal to the market value of the underlying common stock on the grant date. There are no vesting provisions tied to performance conditions for any options. Vesting for all outstanding option grants is based solely on continued service as an employee, consultant or director. All of our outstanding stock options and restricted stock awards are classified as equity instruments.

Stock Options and Long-Term Incentive Plan

During the year ended December 31, 2020, our stockholders approved the 2020 Plan which replaced our 2015 Stock Incentive Plan (the “2015 Plan”), which in turn replaced our Neonode Inc. 2006 Equity Incentive Plan (the “2006 Plan”). Although no new awards may be made under the 2006 Plan or 2015 Plan, the 2015 Plan is still operative for awards previously granted under such plan. There are no awards outstanding under the 2006 Plan. Under the 2020 Plan, 750,000 shares of common stock have been reserved for awards, including nonqualified stock option grants and restricted stock grants to officers, employees, non-employee directors and consultants. The terms of the awards granted under the 2020 Plan are set by our compensation committee at its discretion.

In 2020 we established the 2020 long-term incentive program (the “2020 LTIP”) to provide eligible persons with the opportunity to acquire an equity interest, or otherwise increase their equity interest, in the Company as an incentive for them to remain in the service of the Company. Through the 2020 LTIP, eligible employees of Neonode may waive between 50% to 67% of future unearned bonuses that may be awarded to them under the Company’s annual bonus arrangement in exchange for the grant of shares of the Company’s common stock.

On December 29, 2020, we issued 37,288 shares of common stock to key employees pursuant to the 2020 LTIP. The shares were immediately vested but subject to a two-year lock-up period after issuance. In the event the participant’s employment with Neonode is terminated by the participant during the two-year lock-up period, the Company will repurchase the shares at a price equal to 30% of the lower of market value at issuance and termination date. Neonode has reported and paid Swedish social charges of $75,000 for the issued shares but only 30% of the stock-based compensation (totaling $77,000) was recognized immediately in the consolidated statement of operations for the year ended December 31, 2020, with the remainder to be recognized ratably over the two-year lock-up period.

On August 12, 2021, we issued 12,830 shares of common stock to a key employee pursuant to the 2020 LTIP. The shares were immediately vested but subject to a two-year lock-up period after issuance. In the event the participant’s employment with the Company is terminated by the participant during the two-year lock-up period, the Company will repurchase the shares at a price equal to 30% of the lower of market value at issuance and the termination date. The Company has reported and paid Swedish social charges of $21,000 for the issued shares but only 30% of the stock-based compensation (totaling $25,000) was recognized immediately in the consolidated statements of operations for the year ended December 31, 2021, with the remainder to be recognized ratably over the two-year lock-up period.

On December 29, 2021, we issued 14,735 shares of common stock to key employees pursuant to the 2020 LTIP. The shares were immediately vested but subject to a two-year lock-up period after issuance. In the event the participant’s employment with Neonode is terminated by the participant during the two-year lock-up period, the Company will repurchase the shares at a price equal to 30% of the lower of market value at issuance and termination date. Neonode has reported and paid Swedish social charges of $46,000 for the issued shares but only 30% of the stock-based compensation (totaling $38,000) was recognized immediately in the consolidated statements of operations for the year ended December 31, 2021, with the remainder to be recognized ratably over the two-year lock-up period.

On May 20, 2022, we issued 4,000 shares of common stock to a director pursuant to the 2020 Plan. The shares were immediately vested but subject to a two-year lock-up period after issuance. In the event the participant’s employment with the Company is terminated by the participant during the two-year lock-up period, the Company will repurchase the shares at a price equal to 30% of the lower of market value at issuance and the termination date. The Company has reported and paid Swedish social charges of $5,000 for the issued shares but only 30% of the stock-based compensation (totaling $5,000) was recognized immediately in the consolidated statements of operations for the year ended December 31, 2022, with the remainder to be recognized ratably over the two-year lock-up period.

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On September 15, 2022, we repurchased 10,252 shares of common stock from an employee who resigned during the two-year lock up period associated with such shares for $12,000, pursuant to the terms of the 2020 LTIP.

For the three months ended March 31, 2023 and 2022, we recognized $18,000 and $39,000, respectively, of stock-based compensation for the amortization of the 2020 LTIP over the respective lock-up periods.

A summary of the combined activity under all of our stock option plans is set forth below:

|  | Number of Options Outstanding |  |  | Weighted Average Exercise Price |
Outstanding at January 1, 2023 |  |  | 2,500 |  |  | $ | 14.40 |
Expired |  |  | - |  |  |  | - |
Outstanding at March 31, 2023 |  |  | 2,500 |  |  | $ | 14.40 |

The aggregate intrinsic value of the 2,500 stock options that are outstanding, vested and expected to vest as of March 31, 2023 was $0.

For the three months ended March 31, 2023 and 2022, we recorded no compensation expense related to the vesting of stock options.

During the three months ended March 31, 2023, we did not grant any options to purchase shares of our common stock to employees or members of our board of directors.

Stock options granted under the 2006, 2015 and 2020 Plans are exercisable over a maximum term of 10 years from the date of grant, vest in various installments over a one to four-year period and have exercise prices reflecting the market value of the shares of common stock on the date of grant.

5. Commitments and Contingencies

Indemnities and Guarantees

Our bylaws require that we indemnify each of our executive officers and directors for certain events or occurrences arising because of the officer or director serving in such capacity. The term of the indemnification period is for the officer’s or director’s lifetime. The maximum potential amount of future payments we could be required to make under these indemnification agreements is unlimited. However, we have a directors’ and officers’ liability insurance policy that should enable us to recover a portion of any future amounts paid. As a result of our insurance policy coverage, we believe the estimated fair value of these indemnification agreements is minimal and we have no liabilities recorded for these agreements as of March 31, 2023 and December 31, 2022.

We enter into indemnification provisions under our agreements with other companies in the ordinary course of business, typically with business partners, contractors, customers and landlords. Under these provisions we generally indemnify and hold harmless the indemnified party for losses suffered or incurred by the indemnified party as a result of our activities or, in some cases, as a result of the indemnified party’s activities under the agreement. These indemnification provisions often include indemnifications relating to representations made by us regarding intellectual property rights. These indemnification provisions generally survive termination of the underlying agreement. The maximum potential amount of future payments we could be required to make under these indemnification provisions is unlimited. We have not incurred material costs to defend lawsuits or settle claims related to these indemnification agreements. As a result, we believe the estimated fair value of these agreements is minimal. Accordingly, we have no liabilities recorded for these indemnification provisions as of March 31, 2023 and December 31, 2022.

Patent Assignment

On May 6, 2019, the Company assigned a portfolio of patents to Aequitas Technologies LLC. The assignment provides the Company the right to share the potential net proceeds generated from a licensing and monetization program. Under the terms of the assignment, net proceeds means gross proceeds less out of pocket expenses and legal fees.

On June 8, 2020, Neonode Smartphone LLC, a subsidiary of Aequitas Technologies LLC filed complaints against Apple and Samsung in the Western District of Texas for infringing two patents. The case against Apple was subsequently transferred to the Northern District of California. Both matters are still ongoing.

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Non-Recurring Engineering Development Costs

On April 25, 2013, we entered into an Analog Device Development Agreement with an effective date of December 6, 2012 (the “NN1002 Agreement”) with Texas Instruments (“TI”) pursuant to which TI agreed to integrate our intellectual property into an Application Specific Integrated Circuit (“ASIC”). Under the terms of the NN1002 Agreement, we agreed to pay TI $500,000 of non-recurring engineering costs at the rate of $0.25 per ASIC for each of the first 2,000,000 ASICs sold. As of March 31, 2023, we had made no payments to TI under the NN1002 Agreement.

6. Segment Information

We have one reportable segment, which is comprised of the touch technology licensing and products business. We report revenues from external customers based on the country where the customer is located.

The following table presents net revenues by geographic area for the three months ended March 31, 2023 and 2022, respectively (dollars in thousands):

|  | Three months ended March 31, 2023 |  |  | Three months ended March 31, 2022 |
|  | Amount |  |  | Percentage |  |  | Amount |  |  | Percentage |
United States |  | $ | 471 |  |  |  | 37 | % |  | $ | 493 |  |  |  | 38 | %
Japan |  |  | 449 |  |  |  | 36 | % |  |  | 387 |  |  |  | 29 | %
South Korea |  |  | 172 |  |  |  | 14 | % |  |  | 203 |  |  |  | 15 | %
Germany |  |  | 111 |  |  |  | 9 | % |  |  | 57 |  |  |  | 4 | %
Switzerland |  |  | 34 |  |  |  | 3 | % |  |  | 64 |  |  |  | 5 | %
Other |  |  | 16 |  |  |  | 1 | % |  |  | 114 |  |  |  | 9 | %
|  | $ | 1,253 |  |  |  | 100 | % |  | $ | 1,318 |  |  |  | 100 | %

The following table presents our total assets by geographic region as of March 31, 2023 and December 31, 2022 (in thousands):

|  | March 31, 2023 |  |  | December 31, 2022 |
United States |  | $ | 18,870 |  |  | $ | 15,630 |
Sweden |  |  | 8,895 |  |  |  | 5,511 |
Asia |  |  | 43 |  |  |  | 57 |
Total |  | $ | 27,808 |  |  | $ | 21,198 |

7. Leases

We have operating leases for our corporate offices and our manufacturing facility, and finance leases for equipment. Our leases have remaining lease terms of two months to two years. One of our primary operating leases includes options to extend the lease for one to three years and the other primary lease includes an option to annually extend. These operating leases also include options to terminate the leases within one year. Future renewal options that are not likely to be executed as of the balance sheet date are excluded from right-of-use assets and related lease liabilities.

Our operating leases represent building leases for our Stockholm corporate offices and our Kungsbacka manufacturing facility. Our Stockholm corporate office lease has a remaining lease term of under one year and both of our leases are automatically renewed at a cost increase of 2% on an annual basis, unless we provide written notice nine months prior to the respective expiration dates.

We report operating lease right-of-use assets, as well as current and noncurrent operating lease obligations on our consolidated balance sheets for the right to use those buildings in our business. Our finance leases represent manufacturing equipment; we report the manufacturing equipment, as well as current and noncurrent finance lease obligations on our condensed consolidated balance sheets for our manufacturing equipment.

Generally, interest rates are stated in our leases for equipment. When no interest rate is stated in a lease, however, we review the interest rates implicit in our recent finance leases to estimate our incremental borrowing rate. We determine the rate implicit in a lease by using the most recent finance lease rate, or other method we think most closely represents our incremental borrowing rate.

20

The components of lease expense were as follows (in thousands):

|  | Three Months Ended March 31, 2023 |  |  | Three Months Ended March 31, 2022 |
Operating lease cost (1) |  | $ | 127 |  |  | $ | 166 |
Finance lease cost: |  |  |  |  |  |  |  |
Amortization of leased assets |  | $ | 3 |  |  | $ | 30 |
Interest on lease liabilities |  |  | 2 |  |  |  | 2 |
Total finance lease cost |  | $ | 5 |  |  | $ | 32 |

(1) | Includes short-term lease costs of $108,000 and $44,000 for the three months ended March 31, 2023 and 2022, respectively.

Supplemental cash flow information related to leases was as follows (in thousands):

|  | Three Months Ended March 31, 2023 |  |  | Three Months Ended March 31, 2022 |
Cash paid for amounts included in leases: |  |  |  |  |  |
Operating cash flows from operating leases |  | $ | (16 | ) |  |  | (184 | )
Operating cash flows from finance leases |  |  | (2 | ) |  |  | (2 | )
Financing cash flows from finance leases |  |  | (28 | ) |  |  | (61 | )
Right-of-use assets obtained in exchange for lease obligations: |  |  |  |  |  |  |  |
Operating leases |  |  | - |  |  |  | - |

Supplemental balance sheet information related to leases was as follows (in thousands):

|  | March 31, 2023 |  |  | December 31, 2022 |
Operating leases |  |  |  |  |  |
Operating lease right-of-use assets |  | $ | 103 |  |  | $ | 118 |
Current portion of operating lease obligations |  | $ | 85 |  |  | $ | 83 |
Operating lease liabilities, net of current portion |  |  | 18 |  |  |  | 35 |
Total operating lease liabilities |  | $ | 103 |  |  | $ | 118 |
Finance leases |  |  |  |  |  |  |  |
Property and equipment, at cost |  | $ | 2,640 |  |  | $ | 2,622 |
Accumulated depreciation |  |  | (2,421 | ) |  |  | (2,418 | )
Property and equipment, net |  | $ | 219 |  |  | $ | 204 |
Current portion of finance lease obligations |  | $ | 73 |  |  | $ | 95 |
Finance lease liabilities, net of current portion |  |  | 41 |  |  |  | 46 |
Total finance lease liabilities |  | $ | 114 |  |  | $ | 141 |

|  | March 31, 2023 |  |  | March 31, 2022 |
Weighted Average Remaining Lease Term |  |  |  |  |  |
Operating leases |  |  | 1.5 years |  |  |  | 1.5 years |
Finance leases |  |  | 1.4 years |  |  |  | 2.0 years |
Weighted Average Discount Rate: |  |  |  |  |  |  |  |
Operating leases (2) |  |  | 5 | % |  |  | 5 | %
Finance leases |  |  | 2 | % |  |  | 2 | %

(2) | Upon adoption of the new lease standard, discount rates used for existing leases were established at January 1, 2019.

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A summary of future minimum payments under non-cancellable operating lease commitments as of March 31, 2023 is as follows (in thousands):

Year ending December 31, |  | Total |
2023 (remaining months) |  |  | 54 |
2024 |  |  | 53 |
|  |  | 107 |
Less imputed interest |  |  | (4 | )
Total lease liabilities |  | $ | 103 |
Less current portion |  |  | (85 | )
|  | $ | 18 |

The following is a schedule of minimum future rentals on the non-cancellable finance leases as of March 31, 2023 (in thousands):

Year ending December 31, |  | Total |
2023 (remaining months) |  |  | 66 |
2024 |  |  | 33 |
2025 |  |  | 19 |
Total minimum payments required: |  |  | 118 |
Less amount representing interest: |  |  | (4 | )
Present value of net minimum lease payments: |  |  | 114 |
Less current portion |  |  | (73 | )
|  | $ | 41 |

8. Net Loss per Share

Basic net loss per common share for the three months ended March 31, 2023 and 2022 was computed by dividing the net loss attributable to common shareholders of Neonode Inc. for the relevant period by the weighted average number of shares of common stock outstanding. Diluted loss per common share is computed by dividing net loss attributable to common shareholders of Neonode Inc. for the relevant period by the weighted average number of shares of common stock and common stock equivalents outstanding.

There were no potentially dilutive common stock equivalents for the three months ended March 31, 2023 and 2022, respectively.

|  | Three months ended March 31, |
(in thousands, except per share amounts) |  | 2023 |  |  | 2022 |
BASIC AND DILUTED |  |  |  |  |  |
Weighted average number of common shares outstanding |  |  | 15,209 |  |  |  | 13,576 |
Net loss attributable to Neonode Inc. |  | $ | (1,425 | ) |  | $ | (1,380 | )
Net loss per share – basic and diluted |  | $ | (0.09 | ) |  | $ | (0.10 | )

9. Subsequent Events

No other subsequent events have occurred that would require recognition in the condensed consolidated financial statements or disclosure in the notes thereto other than as discussed elsewhere in the accompanying notes.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward Looking Statements

This Quarterly Report on Form 10-Q (this “Quarterly Report”) contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, adopted pursuant to the Private Securities Litigation Reform Act of 1995. Statements that are not purely historical may be forward-looking. For example, statements in this Quarterly Report regarding our plans, strategy and focus areas are forward-looking statements. You can identify some forward-looking statements by the use of words such as “believe,” “anticipate,” “expect,” “intend,” “goal,” “plan,” and similar expressions. Forward-looking statements involve inherent risks and uncertainties regarding events, conditions and financial trends that may affect our future plans of operation, business strategy, results of operations and financial position. A number of important factors could cause actual results to differ materially from those included within or contemplated by such forward-looking statements, including, but not limited to our history of losses since inception, our dependence on a limited number of customers, our reliance on our customers’ ability to design, manufacture and sell products that incorporate our touch technology, the length of a product development and release cycle, our and our customers’ reliance on component suppliers, the difficulty in verifying royalty amounts owed to us, our limited experience manufacturing hardware devices, our ability to remain competitive in response to new technologies, our dependence on key members of our management and development team, the costs to defend, as well as risks of losing, patents and intellectual property rights, our ability to obtain adequate capital to fund future operations, and general economic conditions, including inflation, or other effects related to the COVID-19 pandemic or future pandemics or epidemics, or geopolitical conflicts such as the ongoing war in Ukraine. For a discussion of these and other factors that could cause actual results to differ from those contemplated in the forward-looking statements, please see the discussion under “Risk Factors” and elsewhere in this Quarterly Report on Form 10-Q, our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 and in our publicly available filings with the Securities and Exchange Commission. Forward-looking statements reflect our analysis only as of the date of this Quarterly Report on Form 10-Q. Because actual events or results may differ materially from those discussed in or implied by forward-looking statements made by us or on our behalf, you should not place undue reliance on any forward-looking statement. We do not undertake responsibility to update or revise any of these factors or to announce publicly any revision to forward-looking statements, whether as a result of new information, future events or otherwise.

The following discussion and analysis should be read in conjunction with the condensed consolidated financial statements and the notes thereto included in Item 1 of this Quarterly Report on Form 10-Q and consolidated financial statements for the year ended December 31, 2022 included in our most recent Annual Report on Form 10-K.

Neonode Inc., collectively with its subsidiaries, is referred to in this Form 10-Q as “Neonode”, “we”, “us”, “our”, “registrant”, or “Company”.

Overview

Our company provides advanced optical sensing solutions for contactless touch, touch, and gesture sensing. We also provide software solutions for machine perception that feature advanced machine learning algorithms to detect and track persons and objects in video streams for cameras and other types of imagers. We base our contactless touch, touch, and gesture sensing products and solutions using our zForce technology platform and our machine perception solutions on our MultiSensing technology platform. We market and sell our solutions to customers in many different markets and segments including, but not limited to, office equipment, automotive, industrial automation, medical, military and avionics.

License Sales

We license our zForce technology to OEMs and Tier 1 suppliers who embed our technology into products they develop, manufacture and sell. Since 2010, our licensing customers have sold approximately 90 million devices that use our patented technology.

As of March 31, 2023, we had 35 valid technology license agreements with global OEMs, ODMs and Tier 1 suppliers.

Our licensing customer base is primarily in the automotive and printer segments. Eleven of our licensing customers are currently shipping products that embed our technology. We anticipate current customers will continue to ship products with our technology in 2023 and in future years. We also expect to expand our customer base with a number of new customers who will be looking to ship new products incorporating our zForce and MultiSensing technologies as they complete final product development and release cycles. We typically earn our license fees on a per unit basis when our customers ship products using our technology, but in the future we may use other business models as well.

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Product Sales

In addition to our technical solutions business, we design and manufacture TSMs that incorporate our patented technology. We sell our TSMs to OEMs, ODMs and systems integrators for use in their products. We also sell our Neonode branded AirBar product that incorporates one of our TSMs through distributors.

We utilize a robotic manufacturing process designed specifically for our components. Our TSMs are commercial-off-the-shelf products based on our patent-protected zForce technology platform and can support the development of contactless touch, touch, gesture and object sensing solutions that, paired with our technology licensing offering, give us a full range of options to enter and compete in key markets.

In October 2017, we began selling our TSMs to customers in the industrial and consumer electronics segments. Over time, we expect a significant portion of our revenues will be derived from TSM sales.

Sales of Non-recurring Engineering Services

We also offer non-recurring engineering (“NRE”) services related to application development linked to our TSMs and our zForce and MultiSensing technology platforms on a flat rate or hourly rate basis.

Typically, our licensing customers require engineering support during the development and initial manufacturing phase for their products using our technology, while our TSM customers require hardware or software modifications to our standard products or support during the development and initial manufacturing phases of their products using our technology. In both cases we can offer NRE services and earn NRE revenues.

Impact of War in Ukraine

The ongoing war in Ukraine has impacted the global economy as the United States, the UK, the EU, and other countries have imposed broad export controls and financial and economic sanctions against Russia (a large exporter of commodities), Belarus, and specific areas of Ukraine, and may continue to impose additional sanctions or other measures. Russia may impose its own counteractive measures. We do not procure materials directly from Ukraine or Russia, but the war in Ukraine may further exacerbate ongoing supply chain disruptions that are occurring across the globe. While the precise effects on global economies from the war and related sanctions remain uncertain, there has been significant volatility in the financial markets, fluctuations in currency exchange rates, and an increase in energy and commodity prices globally. Should the war continue or escalate, there may be various economic and security consequences including, but not limited to, additional supply shortages of different kinds; further increases in prices of commodities; significant disruptions in logistics infrastructure and telecommunications services; and risks relating to the unavailability of information technology systems and infrastructure. The resulting impacts on the global economy, financial markets, inflation, interest rates, and unemployment, among others, could adversely impact economic and financial conditions, and may disrupt the global economy’s ongoing recovery from the COVID-19 pandemic.

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Results of Operations

A summary of our financial results is as follows (in thousands, except percentages):

|  | Three months ended March 31, |  |  | 2023 vs 2022 |
|  | 2023 |  |  | 2022 |  |  | Variance in Dollars |  |  | Variance in Percent |
Revenues: |  |  |  |  |  |  |  |  |  |  |  |
License fees |  | $ | 1,148 |  |  | $ | 1,104 |  |  | $ | 44 |  |  |  | 4.0 | %
Percentage of revenue |  |  | 91.7 | % |  |  | 83.8 | % |  |  |  |  |  |  |  |
Products |  |  | 102 |  |  |  | 147 |  |  |  | (45 | ) |  |  | (30.6 | )%
Percentage of revenue |  |  | 8.1 | % |  |  | 11.2 | % |  |  |  |  |  |  |  |
Non-recurring engineering |  |  | 3 |  |  |  | 67 |  |  |  | (64 | ) |  |  | (95.5 | )%
Percentage of revenue |  |  | 0.2 | % |  |  | 5.1 | % |  |  |  |  |  |  |  |
Total Revenue |  | $ | 1,253 |  |  | $ | 1,318 |  |  | $ | (65 | ) |  |  | (4.9 | )%
Cost of revenues: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Products |  | $ | 47 |  |  | $ | 51 |  |  | $ | (4 | ) |  |  | (7.8 | )%
Percentage of revenue |  |  | 3.8 | % |  |  | 3.9 | % |  |  |  |  |  |  |  |
Non-recurring engineering |  |  | - |  |  |  | 9 |  |  |  | (9 | ) |  |  | (100.0 | )%
Percentage of revenue |  |  | - | % |  |  | 0.7 | % |  |  |  |  |  |  |  |
Total cost of revenues |  | $ | 47 |  |  | $ | 60 |  |  | $ | (13 | ) |  |  | (21.7 | )%
Total gross margin |  | $ | 1,206 |  |  | $ | 1,258 |  |  | $ | (52 | ) |  |  | (4.1 | )%
Operating expenses: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Research and development |  | $ | 802 |  |  | $ | 1,023 |  |  | $ | (221 | ) |  |  | (21.6 | )%
Percentage of revenue |  |  | 64.0 | % |  |  | 77.6 | % |  |  |  |  |  |  |  |
Sales and marketing |  |  | 592 |  |  |  | 616 |  |  |  | (24 | ) |  |  | (3.9 | )%
Percentage of revenue |  |  | 47.2 | % |  |  | 46.7 | % |  |  |  |  |  |  |  |
General and administrative |  |  | 1,384 |  |  |  | 1,010 |  |  |  | 374 |  |  |  | 37.0 | %
Percentage of revenue |  |  | 110.5 | % |  |  | 76.6 | % |  |  |  |  |  |  |  |
Total operating expenses |  | $ | 2,778 |  |  | $ | 2,649 |  |  | $ | 129 |  |  |  | 4.9 | %
Percentage of revenue |  |  | 221.7 | % |  |  | 201.0 | % |  |  |  |  |  |  |  |
Operating loss |  | $ | (1,572 | ) |  | $ | (1,391 | ) |  | $ | (181 | ) |  |  | 13.0 | %
Percentage of revenue |  |  | (125.5 | )% |  |  | (105.5 | )% |  |  |  |  |  |  |  |
Other income (expense) |  |  | 158 |  |  |  | (2 | ) |  |  | 160 |  |  |  | (8,000.0 | )%
Percentage of revenue |  |  | 12.6 | % |  |  | (0.2 | )% |  |  |  |  |  |  |  |
Provision for income taxes |  |  | 11 |  |  |  | 44 |  |  |  | (33 | ) |  |  | (75.0 | )%
Percentage of revenue |  |  | 0.9 | % |  |  | 3.3 | % |  |  |  |  |  |  |  |
Less: net loss attributable to noncontrolling interests |  |  | - |  |  |  | 57 |  |  |  | (57 | ) |  |  | (100.0 | )%
Percentage of revenue |  |  | - | % |  |  | 4.3 | % |  |  |  |  |  |  |  |
Net loss attributable to Neonode Inc. |  | $ | (1,425 | ) |  | $ | (1,380 | ) |  | $ | (45 | ) |  |  | 3.3 | %
Percentage of revenue |  |  | (113.7 | )% |  |  | (104.7 | )% |  |  |  |  |  |  |  |
Net loss per share attributable to Neonode Inc. |  | $ | (0.09 | ) |  | $ | (0.10 | ) |  | $ | 0.01 |  |  |  | (10.0 | )%

25

Net Revenues

All of our sales for the three months ended March 31, 2023 and 2022 were to customers located in the United States, Europe and Asia.

For the three months ended March 31, 2023, total net revenues decreased 4.9% compared to the same period in 2022.

License Fees

For the three months ended March 31, 2023, license fee revenues increased 4.0% compared to the same period in 2022. The increase was primarily the result of an increase in volume as the global supply chain challenges related to semiconductor supply shortages that hampered our printer and automotive customers’ production and sales for the last two years are beginning to improve.

Product Sales

Revenues from product sales were $0.1 million for the three month ended March 31, 2023 compared to $0.1 million for the same period in 2022. The first quarter is typically slow due to the high number of holidays, but the decrease is also due to high inventory levels at some key customers after purchases during the fourth quarter 2022.

Non-recurring Engineering Revenues

Most of our non-recurring engineering revenues are related to application development and proof-of-concept projects related to our TSMs or to our zForce and MultiSensing technology platforms. Non-recurring revenues decreased for the three months ended March 31, 2023 compared to the same period in 2022.

The following tables presents the net revenues by geographical area and revenue stream for the three months ended March 31, 2023 and 2022 (dollars in thousands):

|  | Three months ended March 31, 2023 |  |  | Three months ended March 31, 2022 |
|  | Amount |  |  | Percentage |  |  | Amount |  |  | Percentage |
AMER |  |  |  |  |  |  |  |  |  |  |  |
License fees |  | $ | 448 |  |  |  | 95 | % |  | $ | 481 |  |  |  | 98 | %
Products |  |  | 23 |  |  |  | 5 | % |  |  | 12 |  |  |  | 2 | %
Non-recurring engineering |  |  | - |  |  |  | - | % |  |  | - |  |  |  | - | %
|  | $ | 471 |  |  |  | 100 | % |  | $ | 493 |  |  |  | 100 | %
APAC |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
License fees |  | $ | 611 |  |  |  | 97 | % |  | $ | 567 |  |  |  | 88 | %
Products |  |  | 20 |  |  |  | 3 | % |  |  | 57 |  |  |  | 9 | %
Non-recurring engineering |  |  | 3 |  |  |  | - | % |  |  | 17 |  |  |  | 3 | %
|  | $ | 634 |  |  |  | 100 | % |  | $ | 641 |  |  |  | 100 | %
EMEA |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
License fees |  | $ | 89 |  |  |  | 60 | % |  | $ | 56 |  |  |  | 30 | %
Products |  |  | 59 |  |  |  | 40 | % |  |  | 78 |  |  |  | 43 | %
Non-recurring engineering |  |  | - |  |  |  | - | % |  |  | 50 |  |  |  | 27 | %
|  | $ | 148 |  |  |  | 100 | % |  | $ | 184 |  |  |  | 100 | %

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Gross Margin

Our combined total gross margin was 96% for the three months ended March 31, 2023 and 95% for the three months ended March 31, 2022. For the three months ended March 31, 2023, gross margin related to products was 54% compared to 65% for the same period in 2022.

Our cost of sales includes the direct cost of production of certain customer prototypes, costs of engineering personnel, engineering consultants to complete the engineering design contracts. Cost of goods sold for TSMs includes fully burdened manufacturing costs, outsourced final assembly costs, and component costs of TSMs.

Research and Development

Research and development (“R&D”) expenses for the three months ended March 31, 2023 were $0.8 million. For the same period in 2022, the R&D expenses were $1.0 million. R&D expenses primarily consist of personnel-related costs in addition to external consultancy costs, such as testing, certifying and measurements, along with costs related to developing and building new product prototypes. The decrease was primarily related to lower personnel and related costs.

Sales and Marketing

Sales and marketing expenses for the three months ended March 31, 2023 were $0.6 million, the same as for the same period in 2022.

Our sales and marketing activities focus on OEM, ODM and Tier 1 customers who will license our technology or purchase and embed our TSMs into their products.

General and Administrative

General and administrative (“G&A”) expenses for the three months ended March 31, 2023 were $1.4 million. The G&A expenses for the three months ended March 31, 2022 were $1.0 million. The increase was primarily related to higher professional fees and higher personnel and related costs.

Income Taxes

Our effective tax rate was (1)% for the three months ended March 31, 2023 and (3)% for the three months ended March 31, 2022. The negative tax rate is due to withholding taxes from sales. We recorded valuation allowances for the three-month period ended March 31, 2023 and March 31, 2022 for deferred tax assets related to net operating losses due to the uncertainty of realization.

Net Loss

As a result of the factors discussed above, we recorded a net loss attributable to Neonode of $1.4 million for the three months ended March 31, 2023 and $1.4 million for the same period in 2022.

27

Contractual Obligations and Off-Balance Sheet Arrangements

We do not have any transactions, arrangements, or other relationships with unconsolidated entities that are reasonably likely to affect our liquidity or capital resources other than the operating leases incurred in the normal course of business.

We have no special purpose or limited purpose entities that provide off-balance sheet financing, liquidity, or market or credit risk support. We do not engage in leasing, hedging, research and development services, or other relationships that expose us to liability that is not reflected on the face of the consolidated financial statements.

Contractual Obligations and Commercial Commitments

Non-Recurring Engineering Development Costs

On April 25, 2013, we entered into an Analog Device Development Agreement with an effective date of December 6, 2012 (the “NN1002 Agreement”) with Texas Instruments (“TI”) pursuant to which TI agreed to integrate our intellectual property into an ASIC, which is used in our licensed technology. Under the terms of the NN1002 Agreement, we agreed to pay TI $500,000 of non-recurring engineering costs at the rate of $0.25 per ASIC for each of the first 2 million ASICs sold. As of March 31, 2023, we had made no payments to TI under the NN1002 Agreement.

Operating Leases

We did not renew our lease for the office space located at 2880 Zanker Road, San Jose, California 95134 in August 2020 and Neonode Inc. now operates solely through a virtual office in California.

On December 1, 2020, Neonode Technologies AB entered into a lease for 6,684 square feet of office space located at Karlavägen 100, Stockholm, Sweden. The lease agreement has been extended and is valid through November 2023. It is extended on a yearly basis unless written notice is provided nine months prior to the expiration date.

On December 1, 2015, Pronode Technologies AB entered into a lease agreement for 9,040 square feet of workshop located at Faktorvägen 17, Kungsbacka, Sweden. The lease agreement has been extended and is valid through September 2024. It is extended on a three-year basis unless written notice is given nine months prior to the expiration date.

On September 1, 2019 we entered into a lease of office space located at the NishiShinjuku Takagi Building, 1203 NishiShinjuku, Shinjukuku, Tokyo, Japan. The lease was valid through August 31, 2021 and was not renewed. We now operate through a virtual office in Japan.

For the three months ended March 31, 2023, we recorded approximately $122,000 for total rent expense. For the three months ended March 31, 2022, we recorded approximately $161,000 for total rent expense.

See Note 7 – Leases in the Notes to Unaudited Condensed Consolidated Financial Statements (Part I, Item 1) for further discussions.

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Equipment Subject to Finance Lease

In April 2014, we entered into a lease for certain specialized milling equipment. Under the terms of the lease agreement we are obligated to purchase the equipment at the end of the original six-year lease term for 10% of the original purchase price of the equipment. In accordance with relevant accounting guidance the lease is classified as a finance lease. The lease payments and depreciation period began on July 1, 2014 when the equipment went into service. On July 1, 2020, the lease contract was extended for one year. The implicit interest rate of the extended lease period is 9.85% per annum. The lease expired July 1, 2021 and we paid the residual value.

Between the second and fourth quarters of 2016, we entered into six leases for component production equipment. Under the terms of five of the lease agreements we are obligated to purchase the equipment at the end of the original 3-5 year lease terms for 5-10% of the original purchase price of the equipment. In accordance with relevant accounting guidance the leases are classified as finance leases. The lease payments and depreciation periods began between June and November 2016 when the equipment went into service. The implicit interest rate of the leases is currently approximately 3% per annum. One of the leases is a hire-purchase agreement where the equipment is required to be paid off after five years. In accordance with relevant accounting guidance, the lease is classified as a finance lease. The lease payments and depreciation period began on July 1, 2016 when the equipment went into service. The implicit interest rate of the lease is currently approximately 3% per annum. On April 1, 2022, one of lease contracts was extended for three years. The implicit interest rate of the extended lease period is 2.7% per annum.

In 2017, we entered into a lease for component production equipment. Under the terms of the lease agreement the lease will be renewed within one year of the end of the original four-year lease term. In accordance with relevant accounting guidance, the lease is classified as a finance lease. The lease payments and depreciation periods began in May 2017 when the equipment went into service. The implicit interest rate of the lease is currently approximately 1.5% per annum. On November 1, 2021, the lease contract was extended for two years. The implicit interest rate of the extended lease period is 1.5% per annum.

In 2018, we entered into a lease for component production equipment. Under the terms of the agreement, the lease will be renewed within one year of the original four-year lease term. In accordance with relevant accounting guidance, the lease is classified as a finance lease. The lease payments and depreciation periods began in August 2018 when the equipment went into service. The implicit interest rate of the lease is currently approximately 1.5% per annum.

In 2021, we terminated one finance lease by purchasing the related equipment and extended one finance lease for an additional two years.

During 2022, we entered into a lease for soundproof office pods. Under the terms of the agreement, the lease will be renewed within one year of the original three-year lease term. In accordance with relevant accounting guidance the lease is classified as a finance lease. The lease payments and depreciation periods began in May 2022 when the equipment went into service. The implicit interest rate of the lease is currently approximately 3.0% per annum.

See Note 7 – Leases in the Notes to Unaudited Condensed Consolidated Financial Statements (Part I, Item 1) for further discussion.

Liquidity and Capital Resources

Our liquidity is dependent on many factors, including sales volume, operating profit and the efficiency of asset use and turnover. Our future liquidity will be affected by, among other things:

| ● | licensing of our technology;
| ● | purchases of our TSMs and AirBars;
| ● | operating expenses;
| ● | timing of our OEM customer product shipments;
| ● | timing of payment for our technology licensing agreements;
| ● | gross profit margin; and
| ● | ability to raise additional capital, if necessary.

As of March 31, 2023, we had cash of $21.0 million compared to $14.8 million as of December 31, 2022. Based on our current cash position, and assuming currently planned expenditures and level of operations, we believe we have sufficient capital to fund operations for the twelve-month period subsequent to the date of this Report.

Working capital (current assets less current liabilities) was $25.6 million as of March 31, 2023, compared to $19.1 million as of December 31, 2022.

29

Net cash used in operating activities for the three months ended March 31, 2023 was $1.7 million and was primarily the result of a net loss of $1.4 million and approximately $0.1 million in non-cash operating expenses, comprised of stock-based compensation expense, depreciation and amortization and amortization of operating lease right-of-use assets, partly offset by changes in operating assets and liabilities of $(0.3) million.

Net cash used in operating activities for the three months ended March 31, 2022 was $2.3 million and was primarily the result of a net loss of $1.4 million and approximately $0.2 million in non-cash operating expenses, comprised of stock-based compensation expense, depreciation and amortization and amortization of operating lease right-of-use assets, partly offset by changes in operating assets and liabilities of $(1.0) million.

Accounts receivable and unbilled revenues increased by approximately $0.5 million as of March 31, 2023 compared to December 31, 2022. This was mainly due to the timing of receipts of customer payments.

Inventory increased by approximately $11,000 during the three months ended March 31, 2023 compared to December 31, 2022.

Net cash provided by financing activities of $7.8 million during the three months ended March 31, 2023 was the result of issuance of common stock under the ATM facility. Net cash used in financing activities of $61,000 during the three months ended March 31, 2022, was the result of principal payments on the finance lease obligation.

We have incurred significant operating losses and negative cash flows from operations since our inception. The Company incurred net losses of approximately $1.4 million and $1.4 million for the three months ended March 31, 2023 and 2022, respectively, and had an accumulated deficit of approximately $208.9 million and $207.5 million as of March 31, 2023 and December 31, 2022, respectively. In addition, operating activities used cash of approximately $1.7 million and $2.3 million for the three months ended March 31, 2023 and 2022, respectively.

The condensed consolidated financial statements included herein have been prepared on a going concern basis, which contemplates continuity of operations and the realization of assets and the repayment of liabilities in the ordinary course of business. Management evaluated the significance of the Company’s operating loss and determined that the Company’s cash position and considering the Company’s current operating plan and other sources of potential capital, including the ATM Facility, would be sufficient to alleviate concerns about the Company’s ability to continue as a going concern.

In the future, we may require sources of capital in addition to cash on hand and our ATM Facility (described below) to continue operations and to implement our strategy. If our operations do not become cash flow positive, we may be forced to seek equity investments or debt arrangements. Historically, we have been able to access the capital markets through sales of common stock and warrants to generate liquidity. Our management believes it could raise capital through public or private offerings if needed to provide us with sufficient liquidity.

No assurances can be given, however, that we will be successful in obtaining such additional financing on reasonable terms, or at all. If adequate funds are not available on acceptable terms, or at all, we may be unable to adequately fund our business plans and it could have a negative effect on our business, results of operations and financial condition. In addition, no assurance can be given that stockholders will approve an increase in the number of our authorized shares of common stock if needed. The issuance of equity securities or securities convertible into equity could dilute the value of shares of our common stock and cause the market price to fall, and the issuance of debt securities could impose restrictive covenants that could impair our ability to engage in certain business transactions.

The functional currency of our foreign subsidiaries is the applicable local currency, the Swedish Krona, the Japanese Yen, the South Korean Won and the Taiwan Dollar. They are subject to foreign currency exchange rate risk. Any increase or decrease in the exchange rate of the U.S. Dollar compared to the Swedish Krona, Japanese Yen, South Korean Won or Taiwan Dollar will impact our future operating results.

30

At-the-Market Offering Program

On May 10, 2021, we entered into an At Market Issuance Sales Agreement (the “Sales Agreement”) with B. Riley Securities, Inc. (“B. Riley Securities”) with respect to an “at the market” offering program (the “ATM Facility”), under which we may, from time to time, in our sole discretion, issue and sell through B. Riley Securities, acting as sales agent, up to $25 million of shares of our common stock.

Pursuant to the Sale Agreement, we may sell the shares through B. Riley Securities by any method permitted that is deemed an “at the market” offering as defined in Rule 415 under the Securities Act of 1933, as amended. B. Riley Securities will use commercially reasonable efforts consistent with its normal trading and sales practices to sell the shares from time to time, based upon instructions from us (including any price or size limits or other customary parameters or conditions we may impose). We will pay B. Riley Securities a commission of 3.0% of the gross sales price per share sold under the Sales Agreement.

We are not obligated to sell any shares under the Sale Agreement. The offering of shares pursuant to the Sale Agreement will terminate upon the earlier to occur of (i) the issuance and sale, through B. Riley Securities, of all of the shares subject to the Sales Agreement and (ii) termination of the Sale Agreement in accordance with its terms.

During the year ended December 31, 2022, we sold an aggregate of 886,065 shares of common stock under the ATM Facility, resulting in net proceeds of approximately $4,686,000 after payment of commissions to B. Riley Securities and other expenses of $167,000.

During the three month ended March 31, 2023, we sold an aggregate of 903,716 shares of our common stock under the ATM Facility with aggregate net proceeds to us of $7,866,000, after payment of commissions to B. Riley Securities and other expenses of $244,000.

Critical Accounting Policies

Our contracts with customers may include promises to transfer multiple products and services to a customer, particularly when one of our customers contracts with us for a product and related engineering services fees for customizing that product for our customer. Determining whether products and services are considered distinct performance obligations that should be accounted for separately may require significant judgment. Judgment may also be required to determine the SSP for each distinct performance obligation identified, although we generally structure our contracts such that performance obligations and pricing for each performance obligation are specifically addressed. We currently have no outstanding contracts with multiple performance obligations; however, we recently negotiated a contract that may include multiple performance obligations in the future.

Judgment is also required to determine when control of products passes from us to our distributors, as well as the amounts of product that may be returned to us. Our products are sold with a right of return, and we may provide other credits or incentives to our customers, which could result in variability when determining the amount of revenue to recognize. At the end of each reporting period, we use product returns history and additional information that becomes available to estimate returns and credits. We do not recognize revenue if it is probable that a significant reversal of any incremental revenue would occur.

Finally, judgment is required to determine the amount of unbilled license fees at the end of each reporting period.

See Note 2 – Summary of Significant Accounting Policies in the Notes to Unaudited Condensed Consolidated Financial Statements (Part I, Item 1) for further discussion of critical accounting policies and discussion of estimates.

There have been no other changes from the critical accounting policies as previously disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022.

31

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Not applicable.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Under the supervision of and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, we evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of March 31, 2023. Based upon that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures are designed at a reasonable assurance level and are effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

In designing and evaluating disclosure controls and procedures, our management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute, assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the period covered by this report that have materially affected or are reasonably likely to materially affect, our internal control over financial reporting.

32

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

We are not a party to any pending legal proceedings. From time to time, we may become subject to legal proceedings, claims, and litigation arising in the ordinary course of business, including, but not limited to, employee, customer and vendor disputes.

Item 1A. Risk Factors

There have been no material changes from the risk factors as previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2022, except as described below.

We are exposed to the instability of financial institutions where we maintain cash deposits or other liquid holdings, including federally insured banks, which could result in a lack of liquidity and have an impact on our overall financial condition.

We maintain a substantial amount of cash deposit holdings in financial banks that exceed the limits insured by the Federal Deposit Insurance Corporation (“FDIC”). A bank failure, default, or other adverse events that restrict the ability of financial institutions to perform, including elevated concerns of such potential events that are rapidly communicated across media platforms, may lead to liquidity constraints for those institutions. On March 10, 2023, Silicon Valley Bank (“SVB”) experienced a significant and rapid withdrawal of funds that led to its collapse. The FDIC determined that it would guarantee all deposit amounts held at SVB, including amounts above FDIC insurance limits. However, there is no guarantee that the FDIC will similarly protect deposit amounts held above insurance limits if other banks were to fail or other adverse conditions were to impact financial institutions.

We held cash deposits at SVB in excess of the FDIC insurance limits at the time of its failure. We have since recovered those cash deposits and terminated our banking relationship with SVB.

While SVB’s collapse was partly driven by recent interest rate increases, which resulted in steep realized losses to cover the run on withdrawals, the potential for similar events occurring pose ongoing risk the Company. In addition to SVB, the FDIC recently took control of Signature Bank, Silvergate Capital Corp and First Republic Bank. In the event of failure of any of the financial institutions where we maintain our cash and cash equivalents, there can be no assurance that we would be able to access uninsured funds in a timely manner or at all. Any inability to access or delay in accessing these funds could adversely affect our business and financial position.

Item 6. Exhibits

Exhibit # |  | Description
3.1 |  | Restated Certificate of Incorporation of Neonode Inc., dated November 7, 2018 (incorporated by reference to Exhibit 3.14 of the registrant’s quarterly report on Form 10-Q (File No. 001-35526) filed on November 8, 2018)
3.1.1 |  | Certificate of First Amendment to the Restated Certificate of Incorporation of Neonode Inc. (incorporated by reference to Exhibit 3.1.1 of the registrant’s quarterly report on Form 10-Q (File No. 001-35526) filed on August 14, 2019)
3.1.2 |  | Certificate of Second Amendment to the Restated Certificate of Incorporation of Neonode Inc. (incorporated by reference to Exhibit 3.1.2 of the registrant’s quarterly report on Form 10-Q (File No. 001-35526) filed on August 14, 2019)
3.1.3 |  | Certificate of Third Amendment to the Restated Certificate of Incorporation of Neonode Inc. (incorporated by reference to Exhibit 3.1.3 of the registrant’s quarterly report on Form 10-Q (File No. 001-35526) filed on November 10, 2020)
3.2 |  | Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 of the registrant’s current report on Form 8-K (File No. 001-35526) filed on March 10, 2023)
4.1 |  | Description of registrant’s Common Stock (incorporated by reference to Exhibit 4.1 to the registrant’s Form S-3 (No. 333-255964), filed on May 10, 2021)
31.1 |  | Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act Of 2002*
31.2 |  | Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act Of 2002*
32 |  | Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
101.INS |  | Inline XBRL Instance Document.
101.SCH |  | Inline XBRL Taxonomy Extension Schema Document.
101.CAL |  | Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF |  | Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB |  | Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE |  | Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104 |  | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

* | Filed or furnished herewith

33

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.

| NEONODE INC.
Date: May 11, 2023 | By: | /s/ Fredrik Nihlén
|  | Fredrik Nihlén
|  | Chief Financial Officer,
|  | (Principal Financial and Accounting Officer)

34

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