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2026-03-11
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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): March
11, 2026
CYNGN INC.
(Exact name of registrant as specified in charter)
| Delaware |
|
001-40932 |
|
46-2007094 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS 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)
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):
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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 |
|
CYN |
|
The Nasdaq Stock
Market LLC (The Nasdaq Capital Market) |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check
mart 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.
Item 5.02 Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 11, 2026, the Board of Directors (the
“Board”) of Cyngn Inc. (the “Company”) unanimously approved changes to the compensation arrangements for the Company’s
independent, non-employee directors.
Effective as of the first quarter of 2026, each
independent, non-employee director will receive annual cash compensation of $250,000, payable in equal quarterly installments of $62,500,
in lieu of the prior cash and equity components of the director compensation program. The all-cash structure will remain in effect until
the Board, upon recommendation of the Compensation Committee of the Board (the “Compensation Committee”), determines that
equity-based compensation is again practicable.
The Board also approved one-time cash payments
of $200,000 to each of Karen Macleod and James McDonnell in consideration of no equity grants for the fiscal year 2025, and further in
lieu of annual equity awards for fiscal year 2025.
Also on March 11, 2026, the Compensation Committee
approved a cash bonus for Lior Tal, the Company’s Chief Executive Officer, for fiscal year 2025 in the aggregate amount of $1,640,000,
consisting of a $640,000 regular bonus and a $1,000,000 special bonus.
SIGNATURE
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 hereunto
duly authorized.
Date: March 16, 2026
| |
CYNGN INC. |
| |
|
| |
By: |
/s/ Natalie Russell |
| |
|
Natalie Russell |
| |
|
Chief Financial Officer |
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