Cyngn Inc. (CYN) adds amended offer letter in updated Q2 2026 filing

Rhea-AI Filing Summary

Cyngn Inc. filed an amended quarterly report for the period ended June 30, 2026 to update its list of exhibits. The amendment revises Part II, Item 6 to add Exhibit 10.3, an Amended and Restated Offer Letter dated August 12, 2026 with Natalie Russell, which was inadvertently omitted previously. The amendment also includes updated officer certifications filed as Exhibits 31.1 and 31.2. No other sections are revised and all other disclosures remain as in the original August 13, 2026 filing.

Key Figures

Quarter End: June 30, 2026 Shares Outstanding: 14,423,281 shares Original Filing Date: August 13, 2026 +1 more

4 metrics

Quarter End June 30, 2026 Reporting period covered by the amended quarterly report

Shares Outstanding 14,423,281 shares Common stock outstanding as of August 13, 2026

Original Filing Date August 13, 2026 Date the original Form 10-Q for the quarter was filed

Amended Offer Letter Date August 12, 2026 Date of Amended and Restated Offer Letter filed as Exhibit 10.3

Key Terms

At-The-Market Issuance Sales Agreement, Amended and Restated Offer Letter, Inline XBRL, emerging growth company

4 terms

At-The-Market Issuance Sales Agreement financial

"At-The-Market Issuance Sales Agreement by and between Cyngn Inc. and Aegis Capital Corp."

An at-the-market issuance sales agreement lets a company sell newly created shares directly into the public market at the current market price through a broker, on an ongoing basis rather than in one large deal. For investors, it matters because it can provide the company with flexible cash like adding fuel a little at a time, but it can also reduce each existing share’s ownership percentage and put downward pressure on the stock if sales are large.

Amended and Restated Offer Letter financial

"Amended and Restated Offer Letter, dated August 12, 2026, between Cyngn Inc. and Natalie Russell."

Inline XBRL technical

"Inline XBRL Instance Document 101.INS and related taxonomy extension documents."

Inline XBRL is a file format for financial filings that embeds machine-readable data tags directly inside the human-readable report, so the same document can be read by people and parsed by software. For investors it makes extracting, comparing and verifying financial numbers faster and more reliable—like a grocery list where each item also has a barcode—reducing manual errors and speeding up analysis.

emerging growth company regulatory

"See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company”."

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

FAQ

Why did Cyngn Inc. (CYN) file this Form 10-Q/A amendment?

Cyngn filed the amendment to revise Item 6 – Exhibits by adding Exhibit 10.3, an Amended and Restated Offer Letter with Natalie Russell, and to include updated CEO and CFO certifications. No other disclosures were changed.

What new exhibit was added in Cyngn (CYN) 10-Q/A for Q2 2026?

The amendment adds Exhibit 10.3, an Amended and Restated Offer Letter dated August 12, 2026 between Cyngn Inc. and Natalie Russell. This exhibit was inadvertently omitted from the original Form 10-Q filed on August 13, 2026.

Does Cyngn’s (CYN) 10-Q/A change its Q2 2026 financial results?

The amendment does not change the Q2 2026 financial information. Cyngn states the amendment only updates the exhibits section and certifications; all other information remains as in the original August 13, 2026 report.

How many Cyngn (CYN) common shares were outstanding as of August 13, 2026?

As of August 13, 2026, Cyngn had 14,423,281 shares of common stock outstanding. This share count is disclosed in the amended quarterly report’s cover information and provides context on the company’s equity base.

Which officer agreements are referenced in Cyngn’s (CYN) Q2 2026 10-Q/A exhibits?

The exhibits reference an Offer Letter and a Severance and Change of Control Agreement dated August 12, 2025 with Natalie Russell, and the newly added Amended and Restated Offer Letter dated August 12, 2026, plus related officer certifications.

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Available on EDGAR 08/14/2026 - 06:13 AM Accepted by SEC EDGAR 08/14/2026 - 06:13 AM Learn about SEC filing dates

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

(Amendment No.1)

☒  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2026

or

☐  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______ to _______

Commission file number: 001-40932

CYNGN INC.

(Exact name of registrant as specified in its charter)

Delaware		46-2007094
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

1344 Terra Bella 
Mountain View, CA 94043

(Address of principal executive offices) (Zip Code)

(650) 924-5905

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, $0.00001		CYN		Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.  See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of August 13, 2026, the issuer had 14,423,281 shares of common stock, par value $0.00001 per share, outstanding.

EXPLANATORY NOTE

This Amendment No. 1 on Form 10-Q/A (this “Amendment”) amends the Quarterly Report on Form 10-Q of Cyngn Inc. (the “Company”) for the quarter ended June 30, 2026, originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on August 13, 2026 (the “Original Filing”).

This Amendment is being filed to revise Part II “Item 6. Exhibits” to include Exhibit 10.3 which were inadvertently omitted from the Original Filing.

Other than as expressly set forth herein, this Amendment does not, and does not purport to, amend, update or restate the information in the Original Filing or reflect any events that have occurred after the Original Filing was made. Information not affected by this Amendment remains unchanged and reflects the disclosures made at the time as of which the Original Filing was made. This Amendment should be read together with the Original Filing and the Company’s other filings with the SEC.

ITEM 6. EXHIBITS

Exhibit  Number		Description
1.1+		At-The-Market Issuance Sales Agreement by and between Cyngn Inc. and Aegis Capital Corp., dated September 5, 2025, incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K filed with the SEC on September 5, 2025.
10.1+		Offer Letter, dated August 12, 2025, between Cyngn Inc. and Natalie Russell, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on August 15, 2025.
10.2+		Severance and Change of Control Agreement, dated August 12, 2025, between Cyngn Inc. and Natalie Russell, incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on August 15, 2025.
10.3*		Amended and Restated Offer Letter, dated August 12, 2026, between Cyngn Inc. and Natalie Russell.
31.1*		Certification of Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act, as amended.
31.2*		Certification of Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act, as amended.
32.1+		Certification of Principal Executive Officer and Principal Financial Officer pursuant to Rules 13a-14(b) or 15d-14(b) of the Securities Exchange Act, as amended, and 18 U.S.C. Section 1350.
101.INS		Inline XBRL Instance Document
101.SCH		Inline XBRL Taxonomy Extension Schema Document.
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

*	Filed herewith.
**	Furnished herewith.
+	Previously filed

1

SIGNATURES

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.

Date: August 14, 2026

CYNGN INC.

/s/ Lior Tal

Lior Tal

Chief Executive Officer,

Chairman of the Board of Directors and Director

(Principal Executive Officer)

/s/ Natalie Russell

Natalie Russell

Chief Financial Officer

(Principal Financial and Accounting Officer)

2

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