Cyngn audit committee to fall to two as chair resigns

CYN expects to have until the earlier of its next annual meeting or November 3, 2027, to regain Nasdaq compliance.

Available on EDGAR 10/30/2026 - 05:20 PM EDT Accepted by SEC EDGAR 10/30/2026 - 05:20 PM EDT

(High)

(Negative)How Sentiment works

Sentiment and the balance of points

Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.

How Sentiment works How the balance works

Form Type

8-K

Rhea-AI Filing Summary

Cyngn Inc. (CYN) disclosed that director and Audit Committee Chair Karen Macleod will not stand for re-election at the November 3, 2026 Annual Meeting and will resign when the polls close. Until then, she will continue as a director and Audit Committee Chair and serve on the Compensation and Nominating and Corporate Governance committees.

After her resignation, the Audit Committee will have two members, below Nasdaq’s requirement of at least three members and at least one financially sophisticated member. Cyngn expects to have until the earlier of its next annual meeting or November 3, 2027, to regain compliance and intends to appoint a qualified independent director to the Board and Audit Committee.

0 points · 0 major

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

How the balance works How Sentiment works

0 major · 1 point

Hollow bars mark forward-looking points. How the balance works

Positive

None.

Negative

Moderate point. Forward-looking: it has not happened yet and may not happen.CYN’s Audit Committee will have two members, below Nasdaq’s three-member minimum.

Filing Explained

On October 30, 2026, Cyngn notified Nasdaq that Karen Macleod’s planned resignation after the November 3, 2026 election will leave its Audit Committee below the required membership; the notice is prospective, and her resignation has not yet taken effect.

8-K Event Classification

2 items: 3.01, 5.02

2 items

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities

The company received a delisting notice, failed to satisfy a continued-listing rule or standard, or transferred its listing.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Key Figures

Audit Committee members after resignation: 2 members Nasdaq minimum Audit Committee size: At least 3 members Financially sophisticated member requirement: At least 1 member +2 more

5 metrics

Audit Committee members after resignation 2 members After Karen Macleod’s resignation takes effect

Nasdaq minimum Audit Committee size At least 3 members Nasdaq continued-listing requirement

Financially sophisticated member requirement At least 1 member Nasdaq continued-listing requirement

Compliance date November 3, 2027 Earlier of this date or CYN’s next annual meeting

Annual Meeting November 3, 2026 Karen Macleod’s resignation takes effect when the polls close

Key Terms

financially sophisticated, qualified independent director, closing of the polls

3 terms

financially sophisticated regulatory

"at least one member who is financially sophisticated"

qualified independent director regulatory

"appointing a qualified independent director"

closing of the polls regulatory

"takes effect upon the closing of the polls"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

When does Karen Macleod leave CYN’s board?

Karen Macleod’s resignation takes effect when the polls close at CYN’s November 3, 2026 Annual Meeting. Until then, she will continue as a director and Audit Committee Chair and serve on the Compensation and Nominating and Corporate Governance committees.

What Nasdaq audit committee requirement does CYN need to meet?

Nasdaq requires an audit committee with at least three members, including at least one financially sophisticated member. CYN expects to have until the earlier of its next annual meeting or November 3, 2027, to regain compliance.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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): October 26, 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 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. ☐

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

The information in Item 5.02 below is incorporated into this Item 3.01 by reference. On October 30, 2026, Cyngn Inc. (the “Company”) notified The Nasdaq Stock Market LLC (“Nasdaq”) that, when the resignation of Karen Macleod takes effect, the Audit Committee of the Company’s Board of Directors (the “Board”) will have two members, and the Company will not meet the requirement of Nasdaq Listing Rule 5605(c)(2)(A) that the audit committee have at least three members and at least one member who is financially sophisticated. Under Nasdaq Listing Rule 5605(c)(4)(B), the Company expects to have until the earlier of its next annual meeting of stockholders or November 3, 2027 to regain compliance. The Company intends to regain compliance within that period by expeditiously appointing a qualified independent director to the Board and the Audit Committee.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 26, 2026, Karen Macleod, a member of the Board and Chair of the Board’s Audit Committee, notified the Company of her decision not to stand for re-election as a director at the Company’s 2026 Annual Meeting of Stockholders to be held on November 3, 2026 (the “Annual Meeting”). Ms. Macleod will continue to serve as a director, as Chair of the Audit Committee and as a member of the Compensation Committee and the Nominating and Corporate Governance Committee until her resignation, which she tendered in the same notice and which takes effect upon the closing of the polls for the election of directors at the Annual Meeting. The Board intends to fill the resulting vacancy. Her decision was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.

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: October 30, 2026

	CYNGN INC.

	By:	/s/ Natalie Russell
		Natalie Russell
		Chief Financial Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

3 documents