extf10q0310_neonode.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549


FORM 12b-25

NOTIFICATION OF LATE FILING

(Check one):   oForm 10-K      oForm 20-F      o Form 11-K     x Form 10-Q    o Form 10-D    o Form N-SAR
  o Form N-CSR

For Period Ended:  March 31, 2010                                                                                                                

      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:    _____________________                                                                                            

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.

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.                                                                                                                                                
Full Name of Registrant
                                                                                                                                                
Former Name if Applicable

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

Stockholm, Sweden                                                                                                                                                
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 10Q for the year ended March 31, 2009 is due to the following events/transactions that took longer for us to prepare our books and records for the quarterly 10-Q:

1.  
In  the period January through May 2010, the Company completed a $1.7 million convertible debt and warrant private placement financing transaction that required complex extensive fair valuation calculations related to the warrants and debt derivatives.
(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
(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 o
     
 
(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 o     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. 
(Name of Registrant as Specified in Charter)

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

Date 5/17/2010                                                                      By  /s/ David Brunton                                                                               

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).