8-K

FORM 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): January 28, 2011

NEONODE INC.

(Exact name of registrant as specified in its charter)

Delaware	0-8419	94-1517641
(State or other jurisdiction	(Commission File Number)	(IRS Employer Identification No.)
of incorporation)

Linnegatan 89, SE 115 23 Stockholm, Sweden
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code:

+ 46 8 667 17 17 — Sweden

(925) 768 0620 — 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 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On January 28, 2011, the Registrant’s Board of Directors approved certain changes to the Registrant’s management team.   Thomas Eriksson, one of the Registrant’s founders and current Chief Executive Officer of Neonode Technologies AB, the Registrant’s wholly-owned subsidiary, was appointed the Registrant’s Chief Executive Officer, effective as of January 28, 2011, replacing Mr. Per Bystedt who has resigned from his position as the Registrant’s Chief Executive Officer, effective as of January 28, 2011.  Mr. Bystedt has assumed the role of Executive Chairman and will continue to serve as the Chairman of the Board of Directors.

Mr. Eriksson, age 41, is one of the Registrant’s founders.  He has served as a Director of the Registrant since September 15, 2009 and as the Chief Executive Officer of Neonode Technologies AB, a wholly owned subsidiary of the Registrant, since January 1, 2009.  From February 2006 through December 31, 2008, Mr. Eriksson served as the Chief Technical Officer of the Registrant.

On January 1, 2009, Mr. Eriksson, through his company, Wirelesstoys AB, entered into a consulting agreement with us whereby he earned a total of $178,000 per year for his services as the CEO of Neonode Technologies AB.  Notwithstanding Mr. Eriksson’s new position, Mr. Eriksson’s compensation will remain the same.

Mr. Eriksson is the beneficial holder of approximately 80 million shares of the Registrant’s common stock, or approximately 10.37% of the Registrant’s outstanding shares of common stock as of December 31, 2010 on a fully diluted basis, and is the beneficial owner of Wirelesstoys AB, which company is one of the three Neonode Technologies AB stockholders which participated in the December 2008 share exchange transaction with the Registrant.  As part of the share exchange transaction, Wirelesstoys AB received 151,788.17 shares of the Registrant’s Series A Preferred Stock, which shares have since been exchanged for 72,906,894 shares of the Registrant’s common stock.  On November 6, 2009, Wirelesstoys AB transferred 4,000,000 shares of the Registrant’s common stock to certain employees of th e Registrant.  On October 15, 2010, the Registrant sold to Mr. Eriksson a warrant to purchase 10,000,000 shares of the Registrant’s common stock at an exercise price of $0.055 per share.  Mr. Eriksson purchased the warrant for $16,325.

A copy of the press release in connection with the above, dated January 28, 2011, is furnished as Exhibit 99.1 to this current report on Form 8-K and is incorporated herein by reference

Item 9.01     Financial Statements and Exhibits.

(d)  Exhibits

            The following Exhibits are filed as part of this Report.

Exhibit Number	Description
99.1	Press Release dated January 28, 2011.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	NEONODE INC.
Date: January 28, 2011	/s/ David W. Brunton
	David W. Brunton
	Chief Financial Officer, Vice President, Finance and Secretary
	(Principal Financial and Accounting Officer)

EX-99.1

Exhibit 99.1

    

Neonode Board of Directors Selects Thomas Eriksson as Chief Executive Officer

STOCKHOLM, Sweden, January 28, 2011 – Neonode (NEON.OB), the Optical Touchscreen Technology Company, announced today the appointment of Thomas Eriksson as the company’s Chief Executive Officer. Mr. Eriksson, a co-founder of Neonode Inc., has served as the Chief Executive Officer of Neonode Technologies AB, a wholly owned subsidiary of the company, since January 1, 2009. Prior to 2009, Mr. Eriksson served as the Chief Technology Officer of the company.

Mr. Per Bystedt, who has stepped down as Neonode’s CEO to make room for Mr. Eriksson’s appointment, will assume the role of Executive Chairman and continue to serve as the Chairman of the Board of Directors. As Executive Chairman, Mr. Bystedt will assist with the transition of the Chief Executive Officer role to Mr. Eriksson, and along with Mr. Eriksson, will be responsible for charting the future strategic direction of the company.

“Thomas’s extensive knowledge of our touch screen technology, customer experience and exceptional operational leadership makes him the ideal choice to lead Neonode as CEO. He is one of the founding visionaries of the company and has been instrumental in the company’s resurgence and success during the past two years,” said Per Bystedt, Chairman of the Board of Directors. “The time is right for a transfer of leadership. We have moved from the organizational phase and are now in a rapid growth commercial phase. I look forward to supporting Thomas as he leads the company forward.”

“I am looking forward to the opportunity to continue to grow the company and lead a very competent team at Neonode. Our touch solution for portable devices is many times more cost-effective than any other high performance touch solution in the market today, and we are gaining market traction in a wide array of handheld consumer and industrial products. We are just at the beginning of a very bright future,” said Thomas Eriksson, CEO.

For more information, please visit www.neonode.com or contact:

Per Bystedt, Chairman of the Board of Directors

per.bystedt@neonode.com

Tel: +46 709 558 443

Thomas Eriksson, CEO

thomas.eriksson@neonode.com

Tel: +46 708 521 337

About Neonode Inc.

Neonode Inc. is the leading provider of optical touch screen solutions for handheld and small to midsize devices. Neonode is offering software licenses and engineering design services that enable companies to make high functionality touch screens at a low cost. zForce is the name of Neonode’s proprietary patented touch screen technology. Neonode Inc. is listed on the OTCBB under the symbol NEON.OB.

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.