Cyngn Inc. Announces $17.2 Million Registered Direct Offering

Rhea-AI Summary

Cyngn (NASDAQ: CYN) has secured a $17.2 million registered direct offering through definitive agreements with a single institutional investor. The offering includes 2,293,333 shares of Common Stock and pre-funded warrants at $7.50 per share. The pre-funded warrants are priced at $7.49999 with a $0.00001 exercise price and are immediately exercisable.

The transaction is expected to close around June 30, 2025. The company plans to use the proceeds for general corporate purposes and working capital. Aegis Capital Corp. is serving as the exclusive placement agent, with the offering being made through an effective shelf registration statement.

Positive

• Secured significant funding of $17.2 million to strengthen working capital
• Single institutional investor commitment shows confidence in the company

Negative

• Potential dilution for existing shareholders through new share issuance
• Full utilization of shelf registration statement limits future financing flexibility

Insights

Financial Analyst

Cyngn raised $17.2M through stock offering at $7.50/share, fully utilizing its shelf registration and significantly boosting working capital.

Cyngn's $17.2 million registered direct offering represents a significant capital infusion for this autonomous vehicle technology company. The transaction structure is notable - selling shares and pre-funded warrants at $7.50 per share to a single institutional investor, suggesting concentrated interest rather than broad market participation.

The offering consists of 2,293,333 shares (or pre-funded warrants), with the warrants having an exercise price of just $0.00001. These pre-funded warrants are essentially equivalent to common stock with a minimal exercise requirement, indicating the investor wanted flexibility in how they take ownership.

This financing fully utilizes Cyngn's shelf registration statement, meaning the company has now exhausted its pre-approved capacity to issue registered securities under its current Form S-3. This timing suggests strategic urgency to secure capital before needing to file a new registration statement.

The intended use of proceeds for "general corporate purposes and working capital" is deliberately broad, providing management maximum flexibility. For an emerging technology company like Cyngn, this capital strengthens the balance sheet while creating runway for continued operations and development of its autonomous vehicle solutions.

The participation of Aegis Capital as the exclusive placement agent indicates this was a negotiated transaction rather than a public market offering, potentially allowing for more favorable terms for the company while avoiding broader market volatility.

MOUNTAIN VIEW, Calif., June 27, 2025 /PRNewswire/ -- Cyngn Inc. (NASDAQ: CYN) today announced that it has entered into definitive agreements in a registered direct offering with a single institutional investor for the purchase and sale of approximately $17.2 million of shares of Common Stock and pre-funded warrants at a price of $7.50 per share of Common Stock. Upon closing of the offering, the Company will have fully utilized its shelf registration statement.

The offering consisted of the sale of 2,293,333 shares of Common Stock (or Pre-Funded Warrants). The public offering price per share of Common Stock is $7.50 (or $7.49999 for each Pre-Funded Warrant, which is equal to the public offering price per share of Common Stock to be sold in the offering minus an exercise price of $0.00001 per Pre-Funded Warrant). The Pre-Funded Warrants will be immediately exercisable and may be exercised at any time until exercised in full. For each Pre-Funded Unit sold in the offering, the number of shares of Common Stock in the offering will be decreased on a one-for-one basis.

Aggregate gross proceeds to the Company are expected to be approximately $17.2 million. The transaction is expected to close on or about June 30, 2025, subject to the satisfaction of customary closing conditions. The Company expects to use the net proceeds from the offering for general corporate purposes and working capital.

Aegis Capital Corp. is acting as exclusive placement agent for the offering. Sichenzia Ross Ference Carmel LLP is acting as counsel to the Company. Kaufman & Canoles, P.C. is acting as counsel to Aegis Capital Corp.

The registered direct offering is being made pursuant to an effective shelf registration statement on Form S-3 (No. 333-271567) previously filed with the U.S. Securities and Exchange Commission (SEC) and declared effective by the SEC on June 13, 2023. A final prospectus supplement and accompanying prospectus describing the terms of the proposed offering will be filed with the SEC and will be available on the SEC's website located at www.sec.gov. Electronic copies of the final prospectus supplement and the accompanying prospectus may be obtained, when available, by contacting Aegis Capital Corp., Attention: Syndicate Department, 1345 Avenue of the Americas, 27th floor, New York, NY 10105, by email at syndicate@aegiscap.com, or by telephone at +1 (212) 813-1010.

Interested parties should read in their entirety the prospectus supplement and the accompanying prospectus and the other documents that the Company has filed with the SEC that are incorporated by reference in such prospectus supplement and the accompanying prospectus, which provide more information about the Company and such offering.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Cyngn

Cyngn develops and deploys autonomous vehicle technology for industrial organizations like manufacturers and logistics companies. The Company addresses significant challenges facing industrial organizations today, such as labor shortages and costly safety incidents.

Cyngn's DriveMod technology empowers customers to seamlessly bring self-driving technology to their operations without high upfront costs or infrastructure installations. DriveMod is currently available on Motrec MT-160 Tuggers and BYD Forklifts.

The DriveMod Tugger hauls up to 12,000 lbs, travels inside and out, and targets a typical payback period of less than 2 years. The DriveMod Forklift lifts heavy loads that use non-standard pallets and is currently available to select customers. For all terms referenced within, please refer to the Company's annual report on Form 10-K with the SEC filed on March 6, 2025.

Investor Contact:
Natalie Russell, Interim CFO
investors@cyngn.com

Media Contact:
Luke Renner, Head of Marketing
media@cyngn.com

Where to Find Cyngn

• Website: https://cyngn.com 
• X: https://x.com/cyngn
• LinkedIn: https://www.linkedin.com/company/cyngn
• YouTube: https://www.youtube.com/@cyngnhq

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Any statement that is not historical in nature is a forward-looking statement and may be identified by the use of words and phrases such as "expects," "anticipates," "believes," "will," "will likely result," "will continue," "plans to," "potential," "promising," and similar expressions. These statements are based on management's current expectations and beliefs and are subject to a number of risks, uncertainties and assumptions that could cause actual results to differ materially from those described in the forward-looking statements, including the risk factors described from time to time in the Company's reports to the Securities and Exchange Commission (SEC), including, without limitation the risk factors discussed in the Company's annual report on Form 10-K filed with the SEC on March 6, 2025. Readers are cautioned that it is not possible to predict or identify all the risks, uncertainties and other factors that may affect future results. No forward-looking statement can be guaranteed, and actual results may differ materially from those projected. Cyngn undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events, or otherwise.

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SOURCE Cyngn

FAQ

What is the size and price of Cyngn's (CYN) June 2025 registered direct offering?

Cyngn's offering totals $17.2 million, consisting of 2,293,333 shares of Common Stock and pre-funded warrants priced at $7.50 per share.

When will Cyngn's (CYN) $17.2M registered direct offering close?

The offering is expected to close on or about June 30, 2025, subject to customary closing conditions.

How will Cyngn (CYN) use the proceeds from the $17.2M offering?

Cyngn plans to use the net proceeds for general corporate purposes and working capital.

Who is the placement agent for Cyngn's (CYN) June 2025 offering?

Aegis Capital Corp. is acting as the exclusive placement agent for the offering.

What are the terms of Cyngn's (CYN) pre-funded warrants in the offering?

The pre-funded warrants are priced at $7.49999 with an exercise price of $0.00001 and are immediately exercisable until fully exercised.