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 |
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) |
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