Cyngn (NASDAQ: CYN) overhauls bylaws on director qualifications and meetings

Rhea-AI Filing Summary

Cyngn Inc. reported that its Board of Directors unanimously approved and adopted Amended and Restated Bylaws, effective January 27, 2026. The changes are described as improving corporate governance by adding a detailed framework for director qualifications, refining the process and timing for advance-notice director nominations, and clarifying how stockholder meetings may be conducted by remote communication.

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Corporate governance analyst

Cyngn updates its bylaws to tighten director rules and meeting procedures.

Cyngn Inc. has adopted Amended and Restated Bylaws, approved unanimously by its Board and effective January 27, 2026. The revisions focus on how directors are selected and how stockholder meetings can be run, especially when held through remote communication technologies.

The updated bylaws introduce a comprehensive director-qualification framework and more detailed advance-notice nomination mechanics, including required supplemental information and specific timing. This can influence who is eligible to serve as a director and how stockholders must prepare and submit nomination materials.

The bylaws also clarify authority and standards for managing stockholder meetings held by remote communication, which may affect how future meetings are organized and conducted. Further detail is contained in the full Amended and Restated Bylaws referenced as Exhibit 3.1, with future meetings and nomination cycles reflecting these rules.

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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): January 30, 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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On and effective January 27, 2026, by unanimous consent the Board of Directors (the “Board”) of Cyngn, Inc. (the “Company”) amended and restated the Bylaws of the Company (the “Amended Bylaws”). The approved revisions are intended to improve corporate governance by: (i) adding a comprehensive director-qualification framework; (ii) refine advance-notice director nomination mechanics (including supplemental information and timing); and (iii) clarify authority and standards for managing stockholder meetings held by remote communication. Among other matters, the Amended Bylaws:

● Amend Section 2.12  to tighten and clarify the Company’s ability to request supplemental director nominees information in the Company’s proxy statement, with such provisions including the eligibility criteria, compliance with disclosure requirements and notification procedures applicable to such stockholders;

● Amend Section 2.14 to provide for any stockholder meeting to be held virtually or via means of remote communication and for the electronic transmission of notices for stockholder meetings (to the extent allowed under applicable law); and

● Add Section 3.15 to codify certain features concerning (i) the powers, election, qualification and term of directors, (ii) how Board vacancies are filled and (iii) procedures for director resignations and removals.

This description of the amendments to the Bylaws is qualified in its entirety by reference to the text of the Amended Bylaws filed as Exhibit 3.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

The below exhibit is filed as part of this Current Report on Form 8-K.

Exhibit No.		Description
3.1		Amended and Restated Bylaws (effective January 27, 2026)
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

1

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: January 30, 2026

	CYNGN INC.
	By:	/s/ Natalie Russell
		Natalie Russell
		Chief Financial Officer

2

FAQ

What corporate change did Cyngn Inc. (CYN) report in this 8-K filing?

Cyngn Inc. reported that its Board unanimously approved Amended and Restated Bylaws effective January 27, 2026. The revisions focus on director qualifications, advance-notice nomination mechanics, and rules for managing stockholder meetings held by remote communication, aiming to strengthen the company’s corporate governance framework.

When did Cyngn Inc.’s amended and restated bylaws become effective?

Cyngn Inc.’s Amended and Restated Bylaws became effective on January 27, 2026. The Board of Directors approved these changes by unanimous written consent, and the company later reported the action in a Form 8-K dated January 30, 2026, describing key governance-related revisions.

How do Cyngn Inc.’s new bylaws affect director nominations?

The new bylaws refine Cyngn Inc.’s advance-notice director nomination mechanics, including supplemental information requirements and timing. This means stockholders seeking to nominate directors must follow more detailed procedural and disclosure rules, which can shape how and when nominations are properly brought before the Board and meetings.

What governance topics are addressed in Cyngn Inc.’s amended bylaws?

Cyngn Inc.’s amended bylaws address three main governance topics: a comprehensive director-qualification framework, refined advance-notice procedures for director nominations, and clarified authority and standards for conducting stockholder meetings held by remote communication, providing more structured rules for these corporate processes.

Where can investors find the full text of Cyngn Inc.’s amended bylaws?

Investors can find the full text of Cyngn Inc.’s Amended and Restated Bylaws in Exhibit 3.1 to the Form 8-K. The company notes that its brief description is qualified in its entirety by reference to that exhibit, which contains the detailed governance provisions.

Who signed Cyngn Inc.’s 8-K reporting the amended bylaws?

The 8-K reporting Cyngn Inc.’s amended bylaws was signed on behalf of the company by Natalie Russell, its Chief Financial Officer. Her signature indicates the filing was authorized under the Securities Exchange Act of 1934 for this governance-related disclosure.