UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 12b-25

                           NOTIFICATION OF LATE FILING

(Check one):   |X| Form 10-K   |_| Form 20-F   |_| Form 11-K   |_| Form 10-Q
               |_| Form 10-D   |_| Form N-SAR  |_| Form N-CSR

               For Period Ended: December 31, 2008

               |_|   Transition Report on Form 10-K
               |_|   Transition Report on Form 20-F
               |_|   Transition Report on Form 11-K
               |_|   Transition Report on Form 10-Q
               |_|   Transition Report on Form N-SAR

               For the Transition Period Ended: ______________

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  Read Instruction (on back page) Before Preparing Form. Please Print or Type.
              Nothing in this form shall be construed to imply that
         the Commission has verified any information contained herein.
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If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates: _________________________________
________________________________________________________________________________


PART I -- REGISTRANT INFORMATION

Neonode Inc.
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Full Name of Registrant


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Former Name if Applicable

Linnegatan 89, SE-115 23
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Address of Principal Executive Office (Street and Number)

Stockholm, Sweden
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City, State and Zip Code


PART II -- RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)

            (a)   The reason described in reasonable detail in Part III of this
                  form could not be eliminated without unreasonable effort or
                  expense
|X|         (b)   The subject annual report, semi-annual report, transition
                  report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form
                  N-CSR, or portion thereof, will be filed on or before the
                  fifteenth calendar day following the prescribed due date; or
                  the subject quarterly report or transition report on Form 10-Q
                  or subject distribution report on Form 10-D, or portion
                  thereof, will be filed on or before the fifth calendar day
                  following the prescribed due date; and
            (c)   The accountant's statement or other exhibit required by Rule
                  12b-25(c) has been attached if applicable.


PART III -- NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR,
N-CSR, or the transition report or portion thereof, could not be filed within
the prescribed time period.

The delay in filing Form 10K for the year ended December 31, 2008 is due to the
following events/transactions that took longer for us to prepare our books and
records for the annual 10-K:

1.    In December 2008, the company entered into corporate restructuring and
      refinancing transactions that included the following:

      o     On December 9, 2008, our Swedish subsidiary, Neonode AB, filed a
            petition for bankruptcy in compliance with the Swedish Bankruptcy
            Act (1987:672) as a direct result of the failure to reach a
            satisfactory settlement agreement with the creditors of Neonode AB.
            Mr. Hans Oden of the Stockholm-based Ackordscentralen AB, a
            consultancy firm specializing in insolvency, was appointed by the
            district court of Stockholm to administer the process;

      o     On December 29, 2008, we entered into a Share Exchange Agreement
            with AB Cypressen nr 9683 ("Cypressen"), a Swedish engineering
            company, and the stockholders of Cypressen: Iwo Jima SARL,
            Wirelesstoys AB, and Athemis Ltd. (the "Cypressen Stockholders"),
            pursuant to which we agreed to acquire all of the issued and
            outstanding shares of Cypressen in exchange for the issuance of
            shares of Neonode Inc Series A Preferred Stock to the Cypressen
            Stockholders. Pursuant to the terms of the Share Exchange Agreement,
            upon the closing of the transaction, Cypressen became a wholly-owned
            subsidiary of the Company;

      o     On December 30, 2008, we entered into a restructuring transaction
            where we converted the majority of the outstanding warrants and
            convertible debt that had been issued in previous financing
            transactions to shares of Series A and B Preferred stock,
            respectively, that are convertible into shares of our common stock
            in accordance with the Company's Certificate of Designations filed
            with the Delaware Secretary of State;

      o     On December 30, 2008, we entered into a financing transaction in
            which we raised approximately $1.1 million as of December 31, 2008
            through the sale of shares of Series A Preferred Stock that are
            convertible into shares of our common stock in accordance with the
            Company's Certificate of Designations filed with the Delaware
            Secretary of State;

(Attach extra Sheets if Needed)


PART IV -- OTHER INFORMATION

(1)   Name and telephone number of person to contact in regard to this
      notification

      David Brunton                (925)              768-0620
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      (Name)                       (Area Code)        (Telephone Number)

(2)   Have all other periodic reports required under Section 13 or 15(d) of the
      Securities Exchange Act of 1934 or Section 30 of the Investment Company
      Act of 1940 during the preceding 12 months or for such shorter period that
      the registrant was required to file such report(s) been filed? If answer
      is no, identify report(s).

                                                                  Yes |X| No |_|

(3)   Is it anticipated that any significant change in results of operations
      from the corresponding period for the last fiscal year will be reflected
      by the earnings statements to be included in the subject report or portion
      thereof?

                                                                  Yes |_| No |X|

      If so: attach an explanation of the anticipated change, both narratively
      and quantitatively, and, if appropriate, state the reasons why a
      reasonable estimate of the results cannot be made.


                                  Neonode Inc.
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                  (Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.


Date  3/31/2009                             By  /s/ David Brunton
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INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.

                                    ATTENTION
            Intentional misstatements or omissions of fact constitute
               Federal Criminal Violations (See 18 U.S.C. 1001).