8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 1, 2008

NEONODE INC.
(Exact name of registrant as specified in its charter)
Delaware	0-8419	94-1517641
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
Warfvingesväg 45, SE-112 51 Stockholm, Sweden  4000 Executive Parkway, Suite 200, San Ramon, CA.		94583
(Address of principal executive offices)		(Zip Code)
Registrant’s telephone number, including area code: +468 678 18 50 — Sweden (925) 355-7700 — USA
Not Applicable
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 3.01: NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE OR STANDARD; TRANSFER OF LISTING

On May 29, 2008, Neonode Inc. (the Company) received a Nasdaq Staff deficiency letter from The NASDAQ Stock Market Listing Qualifications Department stating that for 10 consecutive business days, the market value of listed securities of the Company had been below the minimum $35,000,000 requirement for continued inclusion under Marketplace Rule 4310 (c)(3)(B) (the "Rule"). The notice further stated that pursuant to Marketplace Rule 4310(c)(8)(C), the Company would be provided 30 calendar days (or until June 30, 2008) to regain compliance. If, at anytime before June 30, 2008, the market value of listed securities of the Company was $35,000,000 or more for a minimum of 10 consecutive business days, the Company could’ve regained compliance with the Marketplace Rules.

On July 1, 2008, the Company received a Nasdaq Staff Determination letter from The NASDAQ Stock Market Listing Qualifications Department stating that the Company has not regained compliance with the Rule. Accordingly, unless the Company requests an appeal of this determination, trading of the Company’s common stock will be suspended at the opening of business on July 10, 2008 and Nasdaq will remove the Company’s securities from listing and registration on the Nasdaq Capital Market.

The Company will request an appeal of Staff’s determination with the Nasdaq Listing Qualifications Panel (the “Panel”) by the required date, July 8, 2008. A hearing request will stay the suspension of the Company’s securities pending the Panel’s decision. A copy of the Company’s press release announcing receipt of the notice is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(c) Exhibits.

99.1 Press Release of Neonode Inc., dated July 2, 2008.

SIGNATURE

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.

Dated: July 2, 2008

NEONODE Inc.
By:	/s/ David W Brunton
	David W Brunton
	Chief Financial Officer

INDEX TO EXHIBITS

Exhibit Number	Description
99.1	Press Release of Neonode Inc., dated July 2, 2008

EX-99.1

Neonode Inc. Announces Receipt of NASDAQ Staff Determination Letter; Company to Request Hearing

Stockholm, Sweden, July 2, 2008- Neonode Inc. (NASDAQ: NEON), today announced that it received a staff determination letter from the NASDAQ Stock Market Inc. (NASDAQ) on July 1, 2008 stating that the Company's common stock is subject to delisting from the NASDAQ Capital Market for not meeting the market value of publicly held shares requirement for continued listing. The Company has the right to a hearing and will be submitting a request to have a hearing to the NASDAQ Listing Qualifications Panel. This request will stay the delisting of the Company's securities pending the hearing and a determination by the Panel with the company continuing to trade its securities under the ticker symbol "NEON" on the NASDAQ board. There can be no assurance that the Panel will grant the Company's request for continued listing.

As previously announced, on May 30, 2008, the Company received notice indicating that it had failed to comply with Marketplace Rule 4310(c)(3)(B), 4310(c)(3)(A) or 4310(c)(3)(C), requiring the company maintain a market value of listed securities of at least $35,000,000, stockholders’ equity of $2,500,000 or net income from continuing operations of $500,000 in the most recently completed fiscal year or in two of the last three most recently completed fiscal years.

"We are working diligently to return the company to compliance and at a hearing we will be provided with an opportunity to present our plan to maintain a continued listing," said Per Bystedt, Chief Executive Officer and Chairman of the Board of Directors.

Contact:

David W. Brunton, Chief Financial Officer

Neonode Inc.

(925) 355-7700

david.brunton@neonode.com

About Neonode Inc.

Neonode Inc is a world leading company specialized in optical finger based touch screen technology.  The company designs and develops mobile phones under its own brand and licenses its patented touch screen technologies, zForce™ and neno™ to third parties. Neonode’s mission is to enhance user experience related to any consumer or industrial device that can benefit from a finger based touch screen solution. Neonode Inc. is a publicly traded company (NASDAQ: NEON) with offices in Stockholm, Sweden and San Ramon, California, USA. For more information, visit www.neonode.com.

Forward-Looking Statements

This news release contains certain forward-looking statements that involve risks and uncertainties, including statements regarding future products and technology developments. Such statements are only predictions and the company's actual results may differ materially from those anticipated in these forward-looking statements. Factors that may cause such differences include, but are not limited to, the ability of Neonode to develop and sell new products and technologies. These factors and others are more fully discussed in the documents the company files from time to time with the Securities and Exchange Commission, particularly, the company's most recent Form 10-K and Form 10-Q. Neonode and the Neonode logo are registered trademarks of Neonode Inc. All other brand or product names are trademarks or registered.